Decision Diagnostics Corp – ‘PREM14A’ for 5/15/02

On:  Thursday, 5/16/02, at 12:32pm ET   ·   For:  5/15/02   ·   Accession #:  1050234-2-51   ·   File #:  0-33187

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger    109±   407K 
                          or Acquisition                                         

Document Table of Contents

SCHEDULE 14A      
(RULE 14A-101)      

INFORMATION REQUIRED IN PROXY STATEMENT     
SCHEDULE 14A INFORMATION      

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE        
SECURITIES EXCHANGE ACT OF 1934         

[x] Filed by the Registrant         

[  ] Filed by a Party other than the Registrant         

Check the appropriate box:        

[X] Preliminary Proxy Statement                                                 
[_] Confidential, for Use of the Commission only (as permitted by Rule          
14a-6(e)(2))                                                                    
[  ] Definitive Proxy Statement                                                 
[_] Definitive Additional Materials                                             
[_] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12                 

ATR SEARCH CORPORATION        
------------------------        
Name of Registrant as Specified In Its Charter)       

Payment of Filing Fee (Check the appropriate box):      

[X] No fee required                                                             
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11     
(1) Title of each class of securities to which transaction applies:             
(2) Aggregate number of securities to which transaction applies:                
(3) Per unit price or other underlying value of transaction computed pursuant   
  to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):                            
(4) Proposed maximum aggregate value of transaction:                            
(5) Total fee paid:                                                             

[ ]  Fee paid previously with preliminary materials.                            

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     
(1) Amount Previously Paid:                                                     
(2) Form, Schedule or Registration Statement No:                                
(3) Filing Party:                                                               
(4) Date Filed:                                                                 

/1/                                                                             

ATR SEARCH CORPORATION  
2 Penn Plaza, 15th Floor, Ste. 53 
NEW YORK, NEW YORK 10121    

May 15, 2002      

Dear Stockholder:                                                               

You are cordially invited to attend the Special Meeting of Stockholders (the    
"Special Meeting") of ATR Search Corporation, which will be held at 29 E. 31st  
St., 2nd Floor, New York, NY 10016, on Monday, June 3, 2002, at 10:00 a.m. For  
directions to the Special Meeting, please call (212) 292-4957.                  

Details of the business to be conducted at the Special Meeting are given in the 
attached Notice of Special Meeting and Proxy Statement.                         

If you do not plan to attend the Special Meeting, please complete, sign, date   
and return the enclosed proxy promptly in the accompanying reply envelope.  If  
you decide to attend the Special Meeting and wish to change your proxy vote,    
you may do so automatically by voting at the Special Meeting.                   

We look forward to seeing you at the Special Meeting.                           

----------------------------      
Robert CoxChief Executive Officer     

New York, New York                                                              

YOUR VOTE IS IMPORTANT        

In order to assure your representation at the meeting, you are requested to     
complete, sign, and date the enclosed proxy as promptly as possible and return  
it in the enclosed envelope (to which no postage need be affixed if mailed in   
the United States).                                                             

   WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
  URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR   
   REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU
 SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO
  VOTE YOUR SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE
N ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT.    

/2/                                                                             

ATR SEARCH CORPORATION  
2 Penn Plaza, 15th Floor, Ste. 53 
NEW YORK, NEW YORK 10121  

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS   
TO BE HELD JUNE 3, 2002   

The Special Meeting of Stockholders (the "Special Meeting") of ATR Search       
Corporation, a Nevada corporation ("Suitor"), will be held at 2 Penn Plaza,     
15th Floor, Ste. 53, New York, NY 10016, on Monday, June 3, 2002, at 10:00 a.m. 
for the following purposes:                                                     

1. To consider and vote upon the Merger Agreement, dated as of April 30, 2002,  
by and among ATR Search Corporation, a Nevada corporation ("Suitor") and        
Medicius, Inc., a Nevada corporation ("Target"), as it may be amended from      
time to time (the "Merger Agreement"), and the transactions contemplated        
thereby (collectively, the "Merger").                                           

2. In connection with the proposed Merger, to consider and vote upon a proposal 
to approve the name change of Suitor to CareDecision Corporation, as            
contemplated by the Merger Agreement.                                           

3. In connection with the proposed Merger, to consider and vote upon a proposal 
to increase the authorized shares of Suitor to 200,000,000.                     

4. Other business may be transacted at the Special Meeting.                     

The items of business set forth above are more fully described in the Proxy     
Statement accompanying this Notice.  Pursuant to our Bylaws, we have fixed      
the time and date for the determination of stockholders entitled to notice of   
and to vote at the Special Meeting as the close of business as June 3, 2002.    
Accordingly, only stockholders of record on such date and at such time will be  
entitled to vote at the Special Meeting, notwithstanding any transfer of stock  
on our books thereafter.                                                        

Approval of the proposed name change of our corporation and increase in         
authorized shares set forth in Proposals 2 and 3 respectively is conditioned    
to the closing of the Merger.  There are other conditions that must also be     
satisfied for the Merger to be consummated.  Even if you approve Proposals 2    
and 3,the name change and increase in authorized shares will not become         
effective if the Merger does not occur for any reason.  In that case, Suitor's  
name and authorized shares will remain unchanged.  The proposed Merger with     
Target is discussed in more detail in the sections of the attached proxy        
entitled "The Merger Agreement" and "Form of the Merger Agreement," which you   
should read carefully.                                                          

Adoption of Proposals 1, 2, and 3 enumerated in this Notice requires the        
affirmative vote of a majority of the votes represented by all shares of        
our common stock outstanding on the record date.  In order to carry on the      
business of the meeting, we must have a quorum.  This means at least two-thirds 
of the outstanding shares of common stock must be represented at the meeting,   
either by proxy or in person.  Broker non-votes count for purposes of a quorum. 
Broker non-votes occur when a broker returns a proxy but does not have          
authority to vote on a particular proposal.  If there are not enough            
stockholders present or represented by proxy to constitute a quorum, the        
meeting may be adjourned.                                                       

If your shares are held of record in "street name" by a broker, bank or other   
nominee, follow the voting instructions that you receive from the nominee.      

The Board of Directors of Suitor has approved of the Proposals enumerated in    
this Notice and recommends that Suitor stockholders vote FOR their adoption.    

/3/                                                                             

Whether or not you expect to attend the Special Meeting, please complete, sign, 
date and return the enclosed white proxy card promptly in the accompanying      
reply envelope.  If you decide to attend the Special Meeting and wish to change 
your proxy vote, you may do so automatically by voting in person at the Special 
Meeting.                                                                        

BY ORDER OF THE BOARD OF DIRECTORS  

--------------------------------------  
Robert Cox, Chief Executive Officer 

New York, New York                                                              
May 14, 2002                                                                    

/4/                                                                             

ATR Search Corporation  
2 Penn Plaza, 15th Floor, Ste. 53 
New York, New York 10016    

PROXY STATEMENT   

GENERAL INFORMATION     

PECIAL MEETING OF STOCKHOLDERS TO BE HELD June 3, 2002  

This Proxy Statement is furnished to stockholders of ATR Search       
Corporation, a Nevada corporation (the "Suitor"), in connection with the        
solicitation by the Board of Directors (the "Board" or "Board of Directors")    
of the Suitor of proxies in the accompanying form for use in voting at the      
Special Meeting of Stockholders of the Company (the "Special Meeting") to be    
held on June 3, 2002, at 10:00 a.m., Eastern daylight time, at the offices of   
the Suitor at 29 East 31st Street, 2nd Floor, New York, New York 10016, and any 
adjournment or postponement thereof.  The shares represented by the proxies     
received, properly marked, dated, executed and not revoked will be voted at the 
Special Meeting.                                                                

REVOCABILITY OF PROXIES   

    Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised by delivering to the Suitor (to    
the attention of the Secretary) a written notice of revocation or a duly        
executed proxy bearing a later date, or by attending the Special Meeting and    
voting in person.                                                               

SOLICITATION AND VOTING PROCEDURES  

   The solicitation of proxies will be conducted by mail and the Suitor will
bear all attendant costs.  These costs will include the expense of preparing    
and mailing proxy materials for the Special Meeting and reimbursements paid to  
brokerage firms and others for their expenses incurred in forwarding            
solicitation material regarding the Special Meeting to beneficial owners of     
Suitor's Common Stock.  The Suitor may conduct further solicitation personally, 
telephonically or by facsimile through its officers, directors and regular      
employees, none of whom will receive additional compensation for assisting      
with the solicitation. The Suitor will request brokers and nominees who hold    
stock in their names to furnish proxy material to beneficial owners of the      
shares and will reimburse such brokers and nominees for their reasonable        
expenses incurred in forwarding solicitation material to such beneficial        
owners.                                                                         

The close of business on April 30, 2002 has been fixed as the record date (the  
"Record Date") for determining the holders of shares of Common Stock of the     
uitor entitled to notice of and to vote at the Special Meeting.                 

As of the close of business on the Record Date, the Suitor had Approximately    
21,505,000 shares of Common Stock outstanding.  Each share of Common Stock      
outstanding on the record date will be entitled to one vote on all matters.     
Approval of the Merger Agreement and the changing of Suitor's name will require 
the affirmative vote of the majority of the issued and outstanding shares of    
Suitor's Common Stock.  Because abstentions are treated as shares present or    
represented and entitled to vote for the purposes of determining whether a      
matter has been approved by the stockholders, abstentions have the same effect  
as negative votes.                                                              

Execution of the accompanying proxy will not affect a Stockholder's right to    
attend the meeting and vote in person.  Any shareholder giving a proxy has the  
right to revoke it by giving written notice of revocation to the Secretary of   
the Suitor, or by delivering a subsequently executed proxy card, at any time    
before the proxy is voted.                                                      

/5/                                                                             

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS   

   For stockholder proposals to be considered properly brought before anannual
meeting by a stockholder, the stockholder must have given timely notice         
therefore in writing to the Secretary of the Suitor.  The Suitor must receive   
stockholder proposals submitted pursuant to Rule 14a-8 under the Securities     
Exchange Act of 1934 and intended to be presented at the Suitor's 2002 Special  
Meeting of Stockholders not later than May 27, 2002 in order to be considered   
for inclusion in the Suitor's proxy materials for that meeting.  A              
stockholder's notice to the Secretary must set forth as to each matter the      
stockholder proposes to bring before the Special meeting (i) a brief            
description of the business desired to be brought before the annual meeting and 
the reasons for conducting such business at the annual meeting, (ii) the name   
and record address of the stockholder proposing such business, (iii) the class  
and number of shares of the Company which are beneficially owned by the         
stockholder and (iv) any material interest of the stockholder in such business. 

VOTING SECURITIES AND PRINCIPAL HOLDER  

Security Ownership of Certain Beneficial Owners and Management.  The  
following table sets forth certain information known to the Suitor with respect 
to the beneficial ownership of its common stock as of April 30, 2002, by (i)    
each person known by the Suitor to be the beneficial owner of more than 5% of   
the outstanding Common Stock, (ii) each director of the Suitor, (iii) each      
named executive officer, and (iv) all directors and officers as a group.        
Except as otherwise indicated, the Suitor believes that the beneficial owners   
of the Common Stock listed below, based on information furnished by such        
owners, have sole investment and voting power with respect to such shares,      
subject to community property laws where applicable.                            

Common Stock  
--------------  
Name of Beneficial           Number of                % of Class -  
-------------------          ----------               --------------  
    Owner                   Shares                  Pre-Offering
    ------                  -------                 --------------

Sarcor                                                    
Management,                                                   
S.A.                   3,500,000                    16.28%

CEDE & Co. [Held                                                  
in Street Name]            4,101,471                    19.07%    

Robert Cox                1,750,000                     8.14%   

Michael Vogel                 850,000                     4.07%     

PROPOSAL NO. 1

AGREEMENT AND PLAN OF MERGER    

GENERAL   

    The following is a summary of the important aspects of the proposed Merger
and the material terms of the Merger Agreement, and may not contain all of the  
information that is important to Suitor stockholders.  As such, the following   
discussion is qualified in its entirety by reference to the Merger Agreement,   
attached hereto as Appendix C and incorporated by reference herein, which,      
along with the other annexes to this proxy statement, Suitor stockholders are   
urged to read carefully and in their entirety.                                  

/6/                                                                             

SUITOR'S REASONS FOR THE MERGER   

In its evaluation of the Merger, the Board of Directors of Suitor reviewed      
several factors, including:                                                     

a)  Suitor's future financial outlook and possible alternatives to the    
proposed merger, including the advantages, challenges and risks   
    associated with continuing as an independent company.  In this regard,
the Suitor Board considered the amount and range of acquisition   
      consideration most likely to be offered by other prospective acquisition
     candidates, the likelihood of realizing those values, the likelihood of
    receiving a better financial offer from another potential acquirer and
  the view of Suitor's management that the merger represented the best
     strategic alternative available to Suitor under the circumstances.  The
Suitor Board also considered the prospects of remaining as an     
  independent company, including Suitor's prospects for the success of
its business of providing premier computer consulting and staff   
  augmentations for financial services and technology companies in the
information technology ("IT") industry;                           

  b)  The decline in the market price of Suitor's common stock in the past and
  the view of Suitor's Board of Directors and management that it could
     take a long time for the market price of Suitor's common stock to reach
higher levels, if at all;                                         
c)  The potential of Suitor, under its current business model, to achieve 
profitability;                                                    

d)  historical information concerning Medicius, Inc. ("Target") business, 
 operations, financial condition, results of operations, technology,
     management, competitive positions, current customers, customer pipeline
and prospects;                                                    

e)  reports from Suitor's representatives as to the results of their due  
diligence investigations of Target;                               

f)  the current and historical economic and market condition and business 
      environment in the consulting technology services market catering to the
financial services;                                               

g)  the percentage ownership of the combined company of Suitor's          
stockholders;                                                     

h)  the lack of other available prospective merger candidates; and        

i)  the potential risks that could be incurred by Suitor if it failed to  
complete a Merger or other business transaction.                  

The Suitor board also identified and considered a number of potentially         
negative factors in its deliberations concerning the merger, including:         

  a)  the potential disruption of Suitor's business that could result from the
announcement of the merger;                                       

b)  the uncertain current and prospective market environment for Target's 
products and services;                                            

c)  the dilutive effect of the Merger on Suitor's stockholders;           

  d)  the risk that if the Merger is not completed, Suitor would have incurred
significant costs and further reduced its financial position; and 

e)  the potential effect of the exclusivity covenants and termination fee 
    negotiated by Target in deterring other potential merger prospects for
Suitor.                                                           

/7/                                                                             

In addition, Suitor's Board of Directors considered the interest that 
certain affiliates and directors may have with respect to the Merger in         
addition to their interests as Suitor stockholders. See "Interests of Suitor    
Officers and Directors in the Merger" that begins on page 8 of this proxy       
statement.                                                                      

 The Suitor Board determined that, on balance, the potential benefits to
Suitor and its stockholders of the Merger outweighed the risks associated with  
the Merger.                                                                     

    The discussion of the information and factors considered by Suitor's Board
is not intended to be exhaustive.  In view of the number and wide variety of    
factors considered in connection with its evaluation of the Merger, and the     
complexity of these matters, Suitor's board did not find it useful to, nor did  
it attempt to, quantify, rank or otherwise assign relative weights to the       
specific factors it considered.  In addition, the Suitor Board did not          
undertake to make any specific determination as to whether any particular       
factor was favorable or unfavorable to the Board of Directors' ultimate         
determination or assign any particular weight to any factor, but rather         
conducted an overall analysis of the factors described above, including         
thorough discussions with and questioning of Suitor's representatives.  In      
considering the factors described above, individual members of the Board of     
Directors may have given different weight to different factors.  Suitor's Board 
of Directors considered all these factors as a whole, and overall considered    
the factors to be favorable to, and to support, its determination.              

   For the reasons set forth above, the Suitor Board has determined that the
Merger is fair and in the best interests of Suitor and the Suitor stockholders. 
Consequently, the Suitor board has approved and adopted the Merger Agreement    
and recommends that the Suitor stockholders vote FOR approval and adoption of   
the Merger, the proposed reverse stock split and the reincorporation of Suitor. 

THERE CAN BE NO ASSURANCE THAT THE BENEFITS OR OPPORTUNITIES CONSIDERED BY THE  
BOARD OF DIRECTORS OF SUITOR WILL BE ACHIEVED THROUGH CONSUMMATION OF THE       
MERGER.                                                                         

NO FAIRNESS OPINION   

The Nevada Revised Statutes does not require us to obtain a           
fairness opinion in connection with the Merger, and Suitor has not obtained     
one.  The terms and conditions of the Merger were negotiated at arm's-length    
between the managements of Suitor and Target and were the result of a number    
of factors, including but not limited to the factors listed above in "Suitor's  
Reasons for the Merger".                                                        

 The Board of Directors did not feel that an investment banker's opinion
was beneficial or necessary given the Board of Directors' knowledge of Suitor   
and its business, nor did the Board of Directors believe that obtaining such    
an opinion would be an appropriate use of corporate funds.  The Board of        
Directors believes that the acquisition of such an opinion would require a      
substantial amount of capital and time.  Given Suitor's limited resources, the  
fact that Suitor is essentially being valued at an amount equal to its net      
cash, and the need to complete the Merger in a timely manner, the Board of      
Directors did not believe it was in the best interests of Suitor to incur the   
cost of a fairness opinion.                                                     

  Based on Suitor's current operating performance and prospects, including
the decline in such performance, and Target's strong interest in the Merger,    
the Board of Directors felt that significantly better terms and conditions      
could not be obtained in the foreseeable future.                                

Accordingly, there can be no assurance that consummation of the Merger
will be fair from a financial point of view to the stockholders of Suitor.      

       INTERESTS OF SUITOR OFFICERS, DIRECTORS IN THE MERGER

 In considering the recommendation of the Suitor Board of Directors with
respect to approving the Merger, stockholders should be aware that certain      
members of the Board of Directors and management of Suitor have interests in    
the Merger that are in addition to the interests of stockholders of Suitor      
generally. The Suitor Board of Directors was aware of these interests and       
considered them, among other matters, in approving the principal terms of the   
Merger and the Merger Agreement.                                                

/8/                                                                             

       MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

  The following discussion summarizes the material U.S. federal income tax
considerations of the Merger that are expected to apply generally to            
stockholders of Suitor and Target in connection with the merger.  This summary  
is based upon current provisions of the Code, existing regulations under the    
Code and current administrative rulings and court decisions, all of which are   
subject to change. Any change, which may or may not be retroactive, could alter 
he tax consequences to Suitor, Target or the stockholders of Suitor and Target  
as described in this summary.  No attempt has been made to comment on all       
federal income tax consequences of the Merger that may be relevant to           
particular stockholders, including stockholders:                                

a)  who are subject to special tax rules such as dealers in securities,   
      foreign persons, mutual funds, insurance companies, tax-exempt entities;

b)  who are subject to the alternative minimum tax provisions of the Code;

c)  who acquired their shares in connection with stock option or stock    
purchase plans or in other compensatory transactions;             

d)  who hold their shares as a hedge or as part of a hedging, straddle or 
other risk reduction strategy; or                                 

e)  who do not hold their shares as capital assets.                       

In addition, the following discussion does not address the tax        
consequences of the Merger under state, local and foreign tax laws.             
Furthermore, the following discussion does not address (i) the tax consequences 
of transactions effectuated before, after or at the same time as the Merger,    
whether or not they are in connection with the Merger, including, without       
limitation, transactions in which Suitor shares are acquired, (ii) the tax      
consequences to holders of options issued by Target which are assumed,          
exercised or converted, as the case may be, in connection with the merger,      
(iii) the tax consequences of the receipt of Suitor shares other than in        
exchange for Target shares, or (iv) the tax implications of a failure of the    
Merger to qualify as a reorganization.  Accordingly, stockholders are advised   
and expected to consult their own tax advisers regarding the federal income tax 
consequences of the Merger in light of their personal circumstances and the     
consequences under state, local and foreign tax laws.                           

   No ruling from the Internal Revenue Service has been or will be requested
in connection with the Merger. No tax opinion has been or will be requested in  
connection with the Merger.                                                     

The Merger is intended to qualify as a tax-free reorganization under  
Section 368(a) of the Code.  As a result, provided it does so qualify, in       
general:                                                                        

  a)  Suitor and Target will not recognize any gain or loss as a result of the
Merger;                                                           

  b)  a holder of Suitor common stock will not recognize any gain or loss as a
result of the Merger;                                             

c)  shareholders of Target will not recognize any gain or loss upon the   
receipt of Suitor common stock in exchange for their Target common
   stock, other than with respect to cash received in lieu of fractional
shares of Suitor common stock;                                    

  d)  the aggregate tax basis of the shares of Suitor common stock received by
      Target shareholders in the Merger (including any fractional share deemed
received) will be the same as the aggregate basis of the shares of
Target common stock surrendered in exchange therefor;             

e)  the holding period of the Suitor common stock received by Target      
 shareholders in the Merger will include the period during which the
    Target stock surrendered in exchange therefore was held, provided that
    the Target stock so surrendered is held as a capital asset at the time
of the Merger; and                                                

/9/                                                                             

f)  Target shareholders will be required to attach a statement to their   
     federal income tax returns for the year of the Merger that contains the
 information listed in Treasury Regulation Section 1.368-3(b).  Such
     statement must include the shareholder's tax basis in the shareholder's
Target common stock and a description of the Suitor common stock  
received.                                                         

Irrespective of the Merger's status as a reorganization, a Target     
shareholder will recognize gain to the extent shares of Suitor common stock     
received in the Merger are treated as received in exchange for services or      
property other than solely Target common stock.  All or a portion of any such   
gain could be taxable as ordinary income.  Gain also will be recognized to the  
extent a Target shareholder is treated as receiving (directly or indirectly)    
consideration other than Suitor common stock in exchange for Target common      
stock or to the extent the Target common stock surrendered in the Merger is not 
equal in value to the Suitor common stock received in exchange therefor.        

DISSENTERS' RIGHTS    

Summary of Nevada's Dissenters' Rights                                          
--------------------------------------                                          

Certain transactions proposed by a Nevada corporation (such as the    
Company) which require stockholder approval may entitle the stockholders to     
dissent from the proposed transaction and obtain payment from the corporation   
of the fair value of such dissenting stockholder's shares, as provided by       
Chapter 92A (and specifically, 92A.300 through 92A.500) of the Nevada Revised   
Statutes.  A copy of these provisions of Chapter 92A is attached hereto as      
XHIBIT K, and the following discussion is qualified in its entirety by          
reference to EXHIBIT K.  Under these provisions, a stockholder who has been     
given notice of dissenters' rights and who wishes to assert dissenters' rights  
must cause the Suitor to receive, before the vote on the Merger Proposal is     
taken, written notice of the stockholder's intention to demand payment for the  
stockholder's shares if the proposed corporate action is effectuated.  Any such 
notice is to be delivered to the Suitor at 29 East 13st St., 2nd Floor,         
New York, New York 10016, Attention: Corporate Secretary.  Chapter 92A also     
provides that appraisal rights are not available to holders of shares: (a)      
listed on a national securities exchange; (b) included in the national market   
system by the National Association of Securities Dealers; or (c) held of record 
by at least 2,000 stockholders, unless holders of stock are required to accept  
in the merger anything other than any combination of cash, owner's interests or 
owner's interests and cash in lieu of fractional shares of: (i) the surviving   
or acquiring entity in the merger, or (ii) another entity that, at the          
effective date of the merger, will be: (A) listed on a national securities      
exchange, (B) included in the national market system by the National            
Association of Securities Dealers, or (C) held of record by at least 2,000      
stockholders.  Accordingly, because the Company Common Stock is listed on the   
OTCBB, the holders of Company Common Stock are not entitled to appraisal rights 
in connection with the reincorporation.                                         

        GOVERNMENTAL APPROVALS

   Suitor and Target are not aware of any license or regulatory permit which
is material to the business of either company and which is likely to be         
adversely affected by the Merger, or of any approval or other action by any     
state, federal or foreign government or governmental agency that would be       
required prior to the Merger, other than compliance with any applicable state   
securities laws.                                                                

/10/                                                                            

       RESTRICTIONS ON RESALES

  The shares of Suitor Common Stock to be issued to Target shareholders in
the Merger will be restricted securities and may only be sold pursuant to an    
effective registration statement under the Securities Act or an exemption       
therefrom.  The restricted securities and any shares of capital stock received  
in respect thereof, whether by reason of a stock split, share reclassification  
or stock dividend, shall not be transferable except upon the conditions         
specified herein.                                                               

   Each certificate for the Suitor common stock issued in the Merger and any
shares of capital stock received in respect thereof, and each certificate for   
any such securities issued to subsequent transferees of any such certificate    
shall contain a legend to the effect that:                                      

"The Restricted Securities covered by this certificate have not been  
registered under the Securities Act of 1933, as amended, and may not be sold,   
offered for sale, assigned, transferred or otherwise disposed of, unless        
registered pursuant to the provisions of that Act or an opinion of counsel to   
Suitor is obtained stating that such disposition is in compliance with an       
available exemption from such registration."                                    

 [ Balance of this page intentionally left blank.]

/11/                                                                            

MERGER AGREEMENT  

    This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of
April 30, 2002, between ATR Search Corp., a Nevada corporation ("Suitor"), and  
Medicius, Inc., a Nevada corporation ("Target").                                

RECITALS  

AGREEMENT   

   NOW, THEREFORE, in consideration of the terms, conditions, agreements and
covenants contained herein, and in reliance upon the representations and        
warranties contained in this Agreement, the parties hereto agree as follows:    

Article 1   

1.1  THE MERGER                                                                 
------------                                                            

Upon the terms and subject to the conditions hereof, as promptly as   
practicable following the satisfaction or waiver of the conditions set forth in 
Article V hereof, but in no event later than two days thereafter, unless the    
parties shall otherwise agree, a certificate of merger (the "Certificate of     
Merger") providing for the merger of Target with and into the Suitor (the       
"Merger") shall be duly prepared, executed and filed by the Suitor, in          
accordance with the relevant provisions for a Nevada Corporation and the        
parties hereto shall take any other actions required by law to make the Merger  
effective.  Both the Target and Suitor will be the surviving corporations in    
the Merger.  However, following the Merger, the operations of Target will be    
conducted through Suitor and the operations of Suitor will be conducted through 
CareTechnologies LLC, which at the time of the closing of the transactions      
described herein, shall be a wholly owned subsidiary of the Suitor.             

1.2  EFFECTIVE TIME                                                             
----------------                                                        

If all of the conditions precedent to the obligations of each of the  
parties hereto as hereinafter set forth shall have been satisfied or shall have 
been waived, the Merger shall become effective (the time of such effectiveness  
is referred to herein as the "Effective Time") upon the filing of an agreement  
of merger, in the form set forth as Exhibit C hereto (the "Agreement of         
Merger"), with the Secretary of State of Nevada.  This shall take place on the  
Closing Date (as defined herein).                                               

1.3  CONSIDERATION FOR THE MERGER                                               
------------------------------                                          

 (a)  On the Effective Date, Target will merge with and into the Suitor.
The separate existence of Target will continue.  Both the Suitor and Target     
will be the surviving and operating entities in the Merger and both will        
continue to be governed by the laws of the State of Nevada.  The Certificate of 
Incorporation and Bylaws of the Suitor in effect as of the Effective Date will  
not be affected by the Merge.                                                   

   (b)  On the Effective Date, without any action on the part of the holders
hereof, the capital stock of Target issued and outstanding immediately prior to 
the Effective Date will be converted into the right to receive Suitor Common    
Stock as follows:                                                               

       (i)  Series A Preferred Exchange Rate.  Each share of Target Series
A Preferred Stock will be converted into 3.50 Merger Shares (the "Series A      
Preferred Exchange Ratio") and .75 Merger Warrants.                             

        (ii)  Common Exchange Rate.  Each share of Target Common Stock will be

/12/                                                                            

converted into 3.0 Merger Shares ("Common Exchange Ratio") and .5 Merger        
Warrants.                                                                       

  (c)  After the Effective Date, all Target common stock purchase warrants
that remain unexercised on the Effective Date and any Target Convertible Notes  
that remain unconverted or unpaid on the Effective Date will be exercisable for 
or convertible into the number of Merger Shares (the "Reserved Merger Shares")  
based on the Common Exchange Ratio, as provided in paragraphs [b(i) and b(ii)]  
of this Section.                                                                

   (d)  The shareholders of Target will not be entitled to fractional Merger
Shares as a result of the Merger, and the holders of Target common stock        
purchase warrants that remain unexercised on the Effective Date and any Target  
Convertible Notes that remain unconverted or unpaid on the Effective Date will  
not be entitled to any fractional Reserved Merger Shares upon exercise or       
conversion of those instruments.  Any fractional share of Suitor Common Stock   
that may result from the application of the exchange rates in Section 1.3(b)    
shall be rounded up or down to the nearest whole Merger Share, and any          
fractional share of Suitor Common Stock that may result from the application    
of the exchange rates in Section 1.3(c) shall be rounded up or down to the      
nearest whole Reserved Merger Share.                                            

 (e)  The Merger shall have all the other effects provided by the Nevada
Revised Statutes ("NRS").                                                       

    (f)  On the Effective Date, the Suitor shall assume all outstanding Target
Warrants listed within this section, which will thereafter become exercisable   
for the number of Reserved Merger Shares that the option holders would have     
received in the Merger at the Common Exchange Rate in exchange for the shares   
of Target Common Stock issuable upon exercise thereof prior to the Effective    
Date, on the same terms and conditions in effect immediately prior to the       
Merger.  As soon as practicable after the Effective Date, the Suitor shall      
execute and deliver warrant agreements reflecting the foregoing to holders of   
outstanding Target Warrants, listed on Schedule WA-1 of Exhibit L, added and    
attached hereto and made a part hereof.                                         

(g)  Prior to the Effective Date, Target will use its best efforts to 
encourage conversion of the Target Convertible Notes.  To the extent the Target 
Convertible Notes remain unconverted or unpaid on the Effective Date,  (i) the  
indebtedness evidenced thereby shall be assumed by the Suitor, and (ii) they    
will become convertible after the Effective Date into the number of Reserved    
Merger Shares that the holders would have received in the Merger at the Common  
Exchange Rate in exchange for the shares of Target Common Stock issuable upon   
conversion thereof prior to the Effective Date, on the same terms and           
conditions in effect immediately prior to the Merger, said Target Convertible   
Note holders listed on Exhibit M as Schedule TCN-1 of Exhibit M, added and      
attached hereto and made a part hereof.                                         

(h)  NO FRACTIONAL SHARES OR OPTIONS:  Unless otherwise required by   
Section 407 of the NRS, no fractional shares of Suitor Common Stock shall       
be issued in connection with the Merger, and no certificate or scrip for any    
such fractional shares shall be issued.                                         

 (i)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES:  No dividends or
other distributions with respect to Suitor Common Stock with a record date      
after the Effective Time will be paid to the holder of any unsurrendered        
certificate with respect to the shares of Target Common Stock represented       
thereby until the holder of record of such certificate shall surrender such     
certificate.  Subject to applicable law, following surrender of any such        
certificate, there shall be paid to the record holder of the certificates       
representing whole shares of Suitor Common Stock issued in exchange therefor,   
without interest at the time of such surrender, the amount of any such          
dividends or other distributions with a record date after the Effective Time    
theretofore payable with respect to such shares of Suitor Common Stock.         

1.4  EFFECT OF MERGER                                                           
------------------                                                      

    As of the Effective Time, the effect of the Merger shall be as provided in
this Agreement, the Agreement of Merger and the applicable provisions of the    
NRS, and each of the following shall occur:                                     

/13/                                                                            

(a)  The separate existence and corporate organization of Target shall
continue.  Suitor as one of the corporations surviving the Merger, shall        
possess the rights, privileges, powers and franchises, and be subject to all    
the restrictions, disabilities and duties of, the constituent corporations in   
the manner specified in the NRS.                                                

(b)  Except as otherwise agreed by the parties, the Articles of       
Incorporation of Suitor, as in effect immediately subsequent to the Effective   
Time, shall be amended and restated to read as set forth on Exhibit A attached  
hereto.                                                                         

(c)  The By-laws of Target, as in effect immediately prior to the     
Effective Time, shall continue in effect without change or amendment.           

   (d)  Suitor shall enter into mutually acceptable employment agreements on
customary industry terms with Keith Berman, William Lyons and any other members 
of Target management designated by Mr. Berman within five days prior to the     
Closing.  The members of Target Management or their designees and any other     
members of the current staff of Target designated by Mr. Berman (collectively,  
the "Management Designees") will be entitled to receive signing bonuses in the  
form of options to purchase an aggregate of 2.5 million shares of Suitor Common 
Stock at the closing price of the Suitor Common Stock on the business day       
immediately preceding the Effective Date, vesting one-half of the total options 
granted on the day of their grant and then the remaining options in one-third   
cumulative annual installments commencing on the first anniversary of the       
Effective Date (the "Management Options").  The names of the Management         
Designees and the number of Management Options issuable to each Management      
Designee will be furnished by Mr. Berman to the Company not less than five days 
prior to the Closing.                                                           

(e)  Suitor shall entitle Robert Cox to receive options to purchase an
aggregate of 1.5 million shares of Suitor Common Stock at the closing price of  
the Suitor Common Stock on the business day immediately preceding the Effective 
Date, vesting one-half of the total options granted on the day of their grant   
and then the remaining options in one-third cumulative annual installments      
commencing on the first anniversary of the Effective Date (the "Management      
Options").                                                                      

1.5  DISSENTING SHARES:                                                         
-------------------                                                     

   Notwithstanding anything to the contrary contained in this Agreement, any
shares of capital stock of Target that, as of the Effective Time, are or may    
become "dissenting shares" under the NRS ("Dissenting Shares"), shall           
not be converted into or represent the right to receive Suitor Merger Stock in  
accordance with this Agreement, and the holder or holders of such shares shall  
be entitled only to such rights as may be granted to such holder or holders     
under the NRS law; provided, however, that if the status of any such shares as  
"dissenting shares" shall not be perfected, or if any such shares shall lose    
their status as "dissenting shares," then, as of the later of the Effective     
Time or the time of the failure to perfect such status or the loss of such      
status, such shares shall automatically be converted into and shall represent   
only the right to receive (upon the surrender of the certificate or             
certificates representing such shares) Suitor Common Stock in accordance with   
this Agreement.                                                                 

1.6  FURTHER ACTION                                                             
----------------                                                        

    If, at any time after the Effective Time, any further action is determined
by Suitor to be necessary or desirable to carry out the purposes of this        
Agreement, the officers and directors of Suitor shall be fully authorized (in   
the name of Target) to take such action.                                        

ARTICLE 2   

2.  CONDUCT OF BUSINESS PENDING CLOSING; SHAREHOLDER APPROVAL                   
-----------------------------------------------------------               

Target and Suitor covenant that between the date hereof and the Closing Date    
(as hereinafter defined):                                                       

/14/                                                                            

2.1  ACCESS/DUE DILIGENCE                                                       
----------------------                                                  

Each party shall afford the others and their respective legal counsel,
accountants and other representatives' full access, during normal business      
hours, throughout the period prior to the Closing Date;                         

 (a)  to all of the books, contracts and records of such party and shall
furnish the other party during such period with all information concerning such 
party that the other parties may reasonably request; and                        

(b)  to its business premises and properties in order to conduct      
inspections at the requesting party's expense.                                  

2.2  CONDUCT OF BUSINESS                                                        
---------------------                                                   

During the period from the date hereof to the Closing Date, Target's  
business shall be operated by Target in the usual and ordinary course of such   
business and in material compliance with the terms of this Agreement.  Without  
limiting the generality of the foregoing:                                       

(a)   Target shall use its commercially reasonable efforts, consistent
with past practice and policy, to: (i) keep available the services of the       
present employees and agents of Target; (ii) complete or maintain all existing  
material arrangements including but not limited to filings, licenses, affiliate 
arrangements, leases and other arrangements referred to in Sections 3.6(a) and  
3.6(b) in full force and effect in accordance with their existing terms; (iii)  
maintain the integrity of all confidential information of Target; (iv) comply   
in all material respects with all applicable laws; and (v) preserve the         
goodwill of Target's business and contractual relationships with, suppliers,    
customers and others having business relations with Target;                     

(b)  Neither Suitor nor Target shall: (i) sell or transfer any of its 
assets or property; (ii) shall make any distribution, whether by dividend or    
otherwise, to any of its shareholders or employees except for compensation to   
employees and payments to associated companies for goods and services, in the   
usual and ordinary course of business; (iii) declare any dividend or other      
distribution; (iv) redeem or otherwise acquire any shares of its capital stock  
or other securities; (v) incur any material debt or other obligation; or (vi)   
agree to do any of the foregoing; and                                           

(     c)  Notwithstanding the provisions of Section 2.2(b) above, immediately   
prior to the Closing, Suitor will be a clean public company with no legal       
liabilities of any kind whatsoever, whether accrued, contingent, absolute,      
determined, determinable or otherwise.                                          

2.3  EXCLUSIVITY                                                                
------------                                                            

During the period from the date of this Agreement until the earlier of
termination of this Agreement or the Effective Time, each party agrees that     
without the other's prior written consent, it shall not and it shall not allow  
anyone acting on their behalf to, (A) directly or indirectly merge or           
consolidate with another entity or engage in a sale of substantial assets, sale 
of shares of capital stock (including without limitation by way of a tender     
offer, but excluding sales pursuant to any exercise of outstanding stock        
options) or similar transaction other than the transactions contemplated or     
expressly permitted by this Agreement and (B) solicit, entertain or encourage   
inquiries or proposals, or enter into, pursue, continue or carry on any         
discussions or negotiations, with respect to any transaction of the types       
referred to in clause (A) above with any person or entity.  Each party signing  
this Agreement will immediately cease and cause to be terminated any existing   
activities, discussions or negotiations with any parties conducted heretofore   
in respect of any such transaction.  Notwithstanding the foregoing, if an offer 
unsolicited by a party hereto ("Recipient"), their investment bankers or their  
representatives, agents or others is received prior to the Effective Time,      
consistent with the fiduciary obligation that Recipient may then owe to its     
shareholders, but only to the extent required by applicable law, such offer     
may be communicated to the Board of Directors of Recipient and approved by the  
Board consistent with their fiduciary duty, provided, however, that             

/15/                                                                            

Recipient will not, except as required by applicable law, provide information   
to such offeror; Recipient will promptly (within 24 hours of receipt of any     
proposal or request for non-public information in connection with a potential   
proposal) advise such other party of the identity of such offeror, communicate  
to it the terms of any proposal which it may receive and deliver to it a copy   
of any such offer or request in writing.                                        

2.4  FILING OF CURRENT REPORTS ON FORM 8-K                                      
---------------------------------------                                 

Promptly after execution of this Agreement, Suitor shall file a Current 
Report on Form 8-K with the Commission to report the proposed Merger and the    
terms thereof.                                                                  

2.5  VOTING AGREEMENTS                                                          
------------------                                                      

The shareholders of Suitor identified in Exhibit D shall execute      
agreements in the form of Exhibit D-1 hereto to vote their shares of Suitor     
stock at any meeting of the shareholders of Suitor, at which this Agreement is  
placed before the shareholders for approval, in favor of the Agreement and in   
favor of the consummation of the Merger.                                        

2.6  VOTING AGREEMENTS                                                          
------------------                                                      

 The shareholders of Target identified in EXHIBIT D hereto shall execute
agreements in the form of Exhibit D-2 hereto to vote their shares of Target     
stock at any meeting of the shareholders of Target, at which this Agreement is  
placed before the shareholders for approval, in favor of the Agreement and in   
favor of the consummation of the Merger.                                        

ARTICLE 3   

3.  REPRESENTATIONS AND WARRANTIES OF TARGET                                    
-----------------------------------------                                 

Except as set forth in Target's Disclosure Schedule, Target represents
and warrants, as of the date hereof and as of the Closing to Suitor as follows, 
with the knowledge and understanding that Suitor is relying materially upon     
such representations and warranties (The term "Knowledge" as used in this       
Agreement with respect to a party's awareness of the presence or absence of a   
fact, event or condition shall mean (a) actual knowledge, or (b) the knowledge  
that would be obtained if such party conducted itself faithfully and exercised  
a sound discretion in the management of his own affairs):                       

3.1  ORGANIZATION AND STANDING                                                  
---------------------------                                             

Target is a corporation duly organized, validly existing and in good  
standing under the laws of the State of Nevada.  Target has all requisite       
corporate power to carry on its business as it is now being conducted and is    
duly qualified to do business as a domestic corporation and is in good standing 
in the jurisdiction where such qualification is necessary under applicable law  
except where the failure to qualify (individually or in the aggregate) will not 
have any material adverse effect on the business or prospects of Target.  The   
copies of the Articles of Incorporation, By-laws and minute books of Target,    
as amended to date and delivered to Suitor, are true and complete copies of     
these documents as now in effect.  The minute books of Suitor are accurate in   
all material respects.                                                          

3.2  CAPITALIZATION                                                             
---------------                                                         

   (a)  Target is authorized to issue 55,000,000 shares of Common Stock, par
value $.001 per share, of which 8,193,310 are issued and outstanding, and       
5,000,000 shares of Preferred Stock, of which 750,000 of Series A Preferred     
Stock, are issued and outstanding.  The record holders thereof are as set forth 
in Section 1.3(g) above.  All of such shares of capital stock that are issued   
and outstanding are duly authorized, validly issued and outstanding, fully paid 
and nonassessable, and were not issued in violation of the preemptive rights of 
any person.  Other than as set forth in Section 1.3(g), there are no            
subscriptions, warrants, rights or calls or other commitments or agreements to  
which Target is a party or by which it is bound, calling for any issuance,      
transfer, sale or other disposition of any class of securities of Target.       

/16/                                                                            

Other than as set forth in Section 1.3(g), there are no outstanding securities  
convertible into or exchangeable for Common Stock or any other securities of    
Target.  There are no outstanding warrants to purchase Target Common Stock and, 
except as set forth in this Section 3.2(a), there are no other securities       
convertible or exchangeable into Target Common Stock or other securities.       

(b)  All outstanding shares of Target Common Stock and all outstanding
Target Options and other securities have been issued and granted in compliance  
with (i) all applicable securities laws and other applicable legal              
requirements, and (ii) all material requirements set forth in applicable        
Contracts, (as hereinafter defined), or as described within this Agreement.     

3.3  SUBSIDIARIES                                                               
-------------                                                           

Target owns no subsidiaries nor does it own or have an interest in any
other corporation, partnership, joint venture or other entity.                  

3.4  AUTHORITY                                                                  
----------                                                              

   Target has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.  The          
execution and delivery of this Agreement and the consummation of the            
transactions contemplated hereby have been, or will have been by the Closing,   
duly authorized by all necessary corporate action on the part of Target subject 
to the approval of the Merger by Target's shareholders.  The Board of Directors 
of Target has unanimously (i) approved this Agreement and the Merger, (ii)      
determined that in its opinion the Merger is in the best interests of the       
shareholders of Target, and is on terms that are fair to such shareholders      
(iii) recommended that the shareholders of Target approve this Agreement and    
the Merger.  This Agreement constitutes, and all other agreements contemplated  
hereby will constitute, when executed and delivered by Target in accordance     
herewith, the valid and binding obligations of Target, enforceable in           
accordance with their respective terms, except as such enforceability may be    
limited by (i) bankruptcy, insolvency, moratorium or other similar laws         
affecting or relating to creditors' rights generally, and (ii) general          
principles of equity.                                                           

3.5  ASSETS                                                                     
-------                                                                 

  Target has good and marketable title to or licenses to all of the assets
and properties, which it purports to own as reflected on the most recent        
balance sheet comprising a portion of the Target's Financial Statements (as     
hereinafter defined), or thereafter acquired, or are otherwise useful in the    
business of Target.  No material portion of the assets of Target is subject to  
any governmental decree or order to be sold or is being condemned, expropriated 
or otherwise taken by any public authority with or without payment of           
compensation therefore, nor, to its Knowledge, has any such condemnation,       
expropriation or taking been proposed.  None of the material assets of Target   
are subject to any restriction that would prevent continuation of the use       
currently made thereof or materially adversely affect the value thereof.        

3.6  CONTRACTS AND OTHER COMMITMENTS                                            
---------------------------------                                       

Target is not a party to or bound by any of the following:            

  (i)  employment or consulting agreement that has an aggregate future
liability in excess of $100,000 and is not terminable by Target upon notice of  
not more than 60 days for a cost of less than $100,000;                         

   (ii)  employee collective bargaining agreement or other contract with
any labor union;                                                                

   (iii)  covenant of Target not to compete or otherwise restricting the
operations of Target;                                                           

(iv)  agreement, contract or other arrangement with any current or
ormer officer,                                                                  

/17/                                                                            

director or employee of Target or any Affiliate of Target other than employment 
agreements covered by clause (i) above;                                         

    (v)  lease or similar agreement with any person under which (A) Target
is lessee of or holds or uses any machinery, equipment, vehicle or other        
tangible personal property owned by any other Person or (B) Target is a lessor  
or sublessor of, or makes available for use by any other Person, any tangible   
personal property owned or leased by Target, which in any case or in the        
ggregate have a total future liability or receivable, as the case may be, in    
excess of $100,000 and are not terminable by Target upon  notice of not more    
than 60 days for a cost of less than $100,000;                                  

 (vi)  (A) continuing contract for the future purchase of materials,
supplies or equipment, (B) management, service, consulting or other similar     
type of contract or (C) advertising agreement or arrangement, which in any case 
or in the aggregate have a total future liability in excess of $100,000 and are 
not terminable by Target upon notice of not more than 60 days for a cost of     
less than $100,000;                                                             

     (vii)  material license, option or other agreement relating in whole or
in part to (A) Target Intellectual Property, including any license or other     
agreement under which Target is licensee or licensor thereof, or (B) trade      
secrets, confidential information or other proprietary rights and processes of  
Target;                                                                         

    (viii)  agreement, contract or other instrument under which Target has
borrowed any money from, or issued any note, bond, debenture or other evidence  
of indebtedness to any other Person that in any individual case is in excess of 
$50,000;                                                                        

      (ix)  agreement, contract or other instrument under which (A) any Person
has directly or indirectly guaranteed indebtedness, liabilities or obligations  
of Target or (B) Target has directly or indirectly guaranteed indebtedness,     
liabilities or obligations of any other Person that in any individual case is   
in excess of $50,000;                                                           

  (x)  agreement, contract or other instrument under which Target has,
directly or indirectly, made any advance, loan, extension of credit or capital  
contribution to, or other investment in, any other Person that in any           
individual case is in excess of $50,000;                                        

(xi)  agreement, contract or other instrument providing for       
indemnification of any Person with respect to liabilities relating to any       
current or former business of Target; or                                        

     (xii)  other agreement, contract or other instrument to which Target is
a party or by or to which it or any of its assets or business is bound or       
subject that has an aggregate future liability to any other Person in excess of 
$100,000 and is not terminable by Target upon notice of not more than 60 days   
for a cost of less than $100,000.                                               

3.7  LITIGATION                                                                 
------------                                                            

    There is no claim, action, proceeding, or investigation pending or, to its
Knowledge, threatened against or affecting Target before or by any court,       
arbitrator or governmental agency or authority which, in its reasonable         
judgment, could have a material adverse effect on the operations or prospects   
of Target.  There is no strike or unresolved labor dispute relating to Target's 
employees who, in its judgment, could have a material adverse effect on the     
business or prospects of Target.  There are no decrees, injunctions or orders   
of any court, governmental department, agency or arbitration outstanding        
against Target or asserted against Target that has not been paid.               

/18/                                                                            

3.8  TAXES                                                                      
------                                                                  

   For purposes of this Agreement, (A) "Tax" (and, with correlative meaning,
Taxes") shall mean any federal, state, local or foreign income, alternative or  
add- on minimum, business, employment, franchise, occupancy, payroll, property, 
sales, transfer, use, value added, withholding or other tax, levy, impost, fee, 
imposition, assessment or similar charge together with any related addition to  
tax, interest, penalty or fine thereon; and (B) "Returns" shall mean all        
returns (including, without limitation, information returns and other material  
information), reports and forms relating to Taxes.                              

 (a)  Target has duly filed all Returns required to be filed by it other
than Returns (individually and in the aggregate) where the failure to file      
would have no material adverse effect on the business or prospects of Target.   
All such Returns were, when filed, and to the Knowledge of Target are,          
accurate and complete in all material respects and were prepared in conformity  
with applicable laws and regulations.  Target has paid or will pay in full or   
has adequately reserved against all Taxes otherwise assessed against it through 
the Closing Date.                                                               

(b)  Target is not a party to any pending action or proceeding by any 
governmental authority for the assessment of any Tax, and, to the Knowledge of  
Target, no claim for assessment or collection of any Tax related to Target has  
been asserted against Target that has not been paid. There are no Tax liens     
upon the assets of Target (other than liens for taxes not yet due and payable). 

   (c)  Neither Target nor any of its subsidiaries has taken, agreed to take
or will take any action that would reasonably be expected to prevent the Merger 
from constituting a reorganization within the meaning of Section 368(a) of the  
Code.                                                                           

3.9  COMPLIANCE WITH LAWS AND REGULATIONS                                       
-------------------------------------                                   

   Target has complied and is presently complying, in all material respects,
ith all laws, rules, regulations, orders and requirements (federal, state local 
and foreign) applicable to it the Nevada jurisdiction where the business of     
Target is conducted or to which Target is subject, including, without           
limitation, all applicable federal and state securities laws, civil rights and  
equal opportunity employment laws and regulations, and all federal, antitrust,  
antimonopoly and fair trade practice laws, except where the failure to comply   
could not reasonably be expected to have a material adverse effect on Target.   
There has been no assertion by any party that Target is in violation in any     
material respect of any such laws, rules, regulations, orders, restrictions     
or requirements with respect to its operations and no notice in that regard has 
been received by Target.                                                        

3.10  ENVIRONMENTAL MATTERS                                                     
----------------------                                                

    (a)  Except as to the extent that it has not had, and could not reasonably
be expected to have, individually or in the aggregate, a material adverse       
affect on Target, (i) Target is not in violation of any Environmental Law       
applicable to either of them                                                    

(b)  For purposes of this Agreement, "Environmental Law" means any    
federal, state, local or foreign laws and any enforceable judicial or           
administrative interpretation thereof, including any judicial or administrative 
order, consent decree or judgment, relating to: (A) releases or threatened      
releases of Hazardous Substances or materials containing Hazardous Substances;  
(B) the manufacture, handling, transport, use, treatment, storage or disposal   
of Hazardous Substances or materials containing Hazardous Substances; or        
(C) otherwise relating to pollution or protection of the environment, health,   
safety or natural resources.                                                    

(c)  For purposes of this Agreement, "Hazardous Substances" means: (i)
those substances defined in or regulated under the following federal statutes   
and their state counterparts and all regulations thereunder: the Hazardous      
Materials Transportation Act, the Resource Conservation and Recovery Act, the   
Comprehensive Environmental Response, Compensation and Liability Act, the Clean 
Water Act, the Safe                                                             

/19/                                                                            

Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide,  
and Rodenticide Act and the Clean Air Act; (ii) petroleum and petroleum         
products, including crude oil and any fractions thereof; (iii) natural gas,     
synthetic gas, and any mixtures thereof; (iv) polychlorinated biphenyls,        
asbestos and radon; (v) any other contaminant; and (vi) any substance, material 
or waste regulated by any federal, state, local or foreign Governmental Entity  
pursuant to any Environmental Law.                                              

3.11  NO CONFLICTS                                                              
-------------                                                         

    The making and performance of this Agreement will not (i) conflict with or
violate the Articles of Incorporation or the By-laws of Target, (ii) violate    
any laws, ordinances, rules, or regulations, or any order, writ, injunction or  
decree to which Target is a party or by which Target or any of its businesses,  
or operations may be bound or affected or (iii) result in any breach or         
termination of, or constitute a default under, or constitute an event which,    
with notice or lapse of time, or both, would become a default under, or result  
in the creation of any encumbrance upon any material asset of Target under, or  
create any rights of termination, cancellation or acceleration in any person    
under, any Contract, except in the case of (ii) or (iii) for any such           
conflicts, violations, defaults, terminations, cancellations or accelerations   
which would not have a material adverse effect on Target.                       

3.12  EMPLOYEES                                                                 
----------                                                            

Target has no employees that are represented by any labor union or    
collective bargaining unit.                                                     

3.13  FINANCIAL STATEMENTS                                                      
---------------------                                                 

    The Target Disclosure Schedule contains an audited balance sheet of Target
as of December 31, 2001 and related audited income statement of Target for the  
year then ended and an unaudited balance sheet dated as of March 31, 2002 and   
related unaudited income statement of Target for the period ended at such date  
(collectively the "Financial Statements").  The Financial Statements present    
fairly, in all material respects, the financial position on the dates thereof   
and results of operations of Target for the periods indicated, prepared in      
accordance with generally accepted accounting principles ("GAAP") consistently  
applied.  There are no assets of Target, the value of which is materially       
overstated in said balance sheets.                                              

3.14  ABSENCE OF CERTAIN CHANGES OR EVENTS                                      
-------------------------------------                                 

  Since December 31, 2001 (the "Target Balance Sheet Date"), there has not
been:                                                                           

  (a)  any material adverse change in the financial condition, properties,
assets, liabilities or business of Target;                                      

  (b)  any material damage, destruction or loss of any material properties
of Target, whether or not covered by insurance;                                 

 (c)  any material adverse change in the manner in which the business of
Target has been conducted;                                                      

   (d)  any material adverse change in the treatment and protection of trade
secrets or other confidential information of Target; and                        

(e)  any occurrence not included in paragraphs (a) through (d) of this
Section 3.14 which has resulted, or which Target has reason to believe, might   
be expected to result in a material adverse change in the business or prospects 
of Target.                                                                      

3.15  GOVERNMENT LICENSES, PERMITS, AUTHORIZATIONS                              
----------------------------------------------                        

    Target has all material governmental licenses, permits, authorizations and
approvals necessary for the conduct of its business as currently conducted      
("Licenses and Permits").                                                       

/20/                                                                            

3.16  EMPLOYEE BENEFIT PLANS                                                    
-----------------------                                               

    (a)  The Target has no, material deferred compensation, material incentive
compensation, stock purchase, stock option, severance pay, termination pay,     
hospitalization, medical, insurance, supplemental unemployment benefits, profit 
-sharing, pension or retirement plan, program or material agreement.            

   (b)  Target has not maintained, sponsored or contributed to, any employee
pension benefit plan (as defined in Section 3(2) of the Employee Retirement     
Income Security Act of 1974, as amended ("ERISA")) or any similar pension       
benefit plan under the laws of any foreign jurisdiction.                        

    (c)  Neither the execution, delivery or performance of this Agreement, nor
the consummation of the Merger or any of the other transactions contemplated by 
this Agreement, will result in any bonus, golden parachute, severance or other  
similar payment or obligation to any current or former employee or director of  
Target, or result in any acceleration of the time of payment, provision or      
vesting of any such benefits.  Without limiting the generality of the foregoing 
the consummation of the Merger will not result in the acceleration of vesting   
of any unvested Target Options.                                                 

3.17  BUSINESS LOCATIONS                                                        
-------------------                                                   

    Other than as set forth in the Target Disclosure Schedule, Target does not
own or lease any material real or personal property in any state or country.    

3.18  INTELLECTUAL PROPERTY                                                     

Any and all of Target's intellectual property, including computer     
software, trademarks, trade names, service marks, service names, brand names,   
copyrights and patents, registrations thereof and applications therefore,       
applicable to or used in the business of Target, together with a complete list  
of all material licenses granted by or to Target with respect to any of the     
above. All such trademarks, trade names, service marks, service names, brand    
names, copyrights and patents are owned by Target, free and clear of all liens, 
claims, security interests and encumbrances of any nature whatsoever.  Target   
is not currently in receipt of any notice of any violation or infringements of, 
and Target is not knowingly violating or infringing, the rights of others in    
any trademark, trade name, service mark, copyright, patent, trade secret, know- 
how or other intangible asset.  The proprietary assets listed on Exhibit H      
constitute all the proprietary assets necessary to enable Target to conduct     
their business in the manner in which such business has been and is being       
conducted.  Target has not (i) licensed any of the material proprietary assets  
to any person or entity on an exclusive basis, or (ii) entered into any         
covenant not to compete or agreement limiting its ability to exploit fully any  
proprietary asset or to transact business in any market or geographical area or 
with any person or entity.                                                      

3.19  EXISTING ARRANGEMENT                                                      
---------------------                                                 

Target has no Knowledge that, either as a result of the actions       
contemplated hereby or for any other reason (exclusive of expiration of a       
contract upon the passage of time), any entity having an arrangement with       
Target will not continue to conduct business with Suitor after the Closing Date 
in substantially the same manner as it has conducted business with Target in    
the past.                                                                       

3.20  GOVERNMENTAL APPROVALS                                                    
-----------------------                                               

 Except as set forth in Section 1.2 as to the filing of the Agreement of
Merger, no authorization, license, permit, franchise, approval, order or        
consent of, and no registration, declaration or filing by Target with, any      
governmental authority, domestic or foreign, federal, state or local, is        
required in connection with Target's execution, delivery and performance of     
this Agreement.                                                                 

/21/                                                                            

3.21  TRANSACTIONS WITH AFFILIATES                                              
-----------------------------                                         

   Target is not indebted for money borrowed, either directly or indirectly,
from any of its officers, directors, or any Affiliate (as defined below), in    
any amount whatsoever; nor are any of its officers, directors, or Affiliates    
indebted for money borrowed from Target; nor are there any transactions of a    
continuing nature between Target and any of its officers, directors, or         
Affiliates not subject to cancellation which will continue beyond the Effective 
Time, including, without limitation, use of the assets of Target for personal   
benefit with or without adequate compensation.  For purposes of this Agreement, 
the term "Affiliate" shall mean any person that, directly or indirectly,        
through one or more intermediaries, controls or is controlled by, or is under   
common control with, the person specified. As used in the foregoing definition, 
the term (i) "control" shall mean the power through the ownership of voting     
securities, contract or otherwise to direct the affairs of another person and   
(ii) "person" shall mean an individual, firm, trust, association, corporation,  
partnership, government (whether federal, state, local or other political       
subdivision, or any agency or bureau of any of them) or other entity.           

3.22  NO DISTRIBUTIONS                                                          
-----------------                                                     

 Target has not made nor has any intention of making any distribution or
payment to any of its shareholders in respect of Target stock.                  

3.23  LIABILITIES                                                               
------------                                                          

   Target has no material direct or indirect indebtedness, liability, claim,
loss, damage, deficiency, obligation or responsibility, fixed or unfixed,       
choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued,  
absolute, contingent or otherwise ("Liabilities"), whether or not of a kind     
required by generally accepted accounting principles to be set forth on a       
financial statement, other than (i) Liabilities fully and adequately reflected  
or reserved against on the Target Balance Sheet, (ii) Liabilities incurred      
since the Target Balance Sheet Date in the ordinary course of the business of   
Target, or (iii) Liabilities otherwise disclosed in this Agreement, including   
the exhibits hereto and the Target Disclosure Schedule.                         

3.24  ACCOUNTS RECEIVABLE                                                       
---------------------                                                 

    All accounts receivable of Target reflected on the Balance Sheet are valid
receivables subject to no material setoffs or counterclaims and are current     
and, to the Knowledge of Target, collectible (within 90 days after the date on  
which it first became due and payable), net of the applicable reserve for bad   
debts reflected in the financial statements provided to Suitor.  To Target's    
Knowledge, all accounts receivable reflected in the financial or accounting     
records of Target are valid receivables and are collectible subject to no       
material setoffs or counterclaims.                                              

3.25  NO OMISSIONS OR UNTRUE STATEMENTS                                         
----------------------------------                                    

    To the best of its Knowledge, no representation or warranty made by Target
to Suitor in this Agreement, the Target Disclosure Schedule or in any           
certificate of a Target's officer required to be delivered to Suitor pursuant   
to the terms of this Agreement contains any untrue statement of a material      
fact, or omits to state a material fact necessary to make the statements        
contained herein or therein not misleading as of the date hereof.               

3.26  INSURANCE                                                                 
----------                                                            

    Target acknowledges that it has maintained all required material insurance
policies and all material self-insurance programs and arrangements relating to  
the business, assets and operations of Target.  Each of such insurance policies 
is in full force and effect.                                                    

/22/                                                                            

ARTICLE 4   

4    REPRESENTATIONS AND WARRANTIES OF SUITOR                                   
-----------------------------------------                               

  Except as set forth in the Suitor Disclosure Schedule, Suitor represents
and warrants to Target as follows, as of the date hereof, and as of the Closing 
Date:                                                                           

4.1  ORGANIZATION AND STANDING OF SUITOR                                        
------------------------------------                                    

Suitor is a corporation duly organized, validly existing and in good  
standing under the laws of the State of Nevada, and has the corporate power to  
carry on its business as now conducted and to own its assets and is duly        
qualified to transact business as a foreign corporation in each state where     
such qualification is necessary except where the failure to qualify will not    
have a material adverse effect on the business or prospects of Suitor.  The     
copies of the Articles of Incorporation, By-laws and minutes of Suitor, as      
amended to date, and delivered to Target, are true and complete copies of       
those documents as now in effect.  The minute books of Suitor are accurate in   
all material respects.                                                          

4.2  ORGANIZATION AND STANDING OF SUBSIDIARIES                                  
------------------------------------------                              

   At the closing of the transactions described herein, ATR Search, LLC (ATR
Search) and ATR Technologies, LLC (ATR Tech.) are or shall be corporations duly 
organized, validly existing and in good standing under the laws of the State of 
Nevada, and have the corporate power to carry on their business as now          
conducted and to own their assets and are duly qualified to transact business   
as a foreign corporation in each state where such qualification is necessary    
except where the failure to qualify will not have a material adverse effect on  
the business or prospects of either ATR Search or ATR Tech.  The copies of the  
Certificate of Incorporation, By-laws and minutes of ATR Search and the         
Articles of Incorporation, By-laws and minutes of ATR Tech., as amended to      
date, and delivered to Target, are true and complete copies of those documents  
as now in effect.  Since its incorporation, ATR Tech. has not conducted and     
currently is not conducting any business.  The minute books of ATR Search and   
ATR Tech are accurate in all material respects.                                 

4.3  SUBSIDIARIES                                                               
-------------                                                           

  Other than ATR Search and ATR Tech, Suitor owns no subsidiaries nor does
it own or have an interest in any other corporation, partnership, joint venture 
or other entity.                                                                

4.4  CAPITALIZATION OF SUITOR                                                   
------------------------                                              

    (a)  The authorized capital stock of Suitor consists of 100,000,000 shares
of Common Stock, par value $.001 and 5,000,000 shares of Preferred Stock, par   
value $.001.  As of the date hereof, 21,505,000 shares of Common Stock and no   
shares of Preferred stock were issued and outstanding.  Such outstanding shares 
of Common Stock are duly authorized, validly issued, fully paid, and non-       
assessable.  The Suitor Merger Stock to be issued pursuant to this Agreement,   
when issued in accordance with the terms of this Agreement, will be duly        
authorized, validly issued, fully paid and non-assessable.                      

4.5  AUTHORITY                                                                  
----------                                                              

   Suitor has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.  The          
execution and delivery of this Agreement and the consummation of the            
transactions contemplated hereby have been, or will have been by the Closing,   
duly authorized by all necessary corporate action on the part of Suitor subject 
to the approval of the Merger by Suitor's shareholders. The Board of Directors  
of Suitor have unanimously (i) approved this Agreement and the Merger, (ii)     
determined that in its opinion the Merger, subject to the terms of this         
Agreement, is in the best interests of the shareholders of Suitor,              
respectively, and is on terms that are fair to such shareholders (iii)          
recommended that the shareholders of Suitor approve this Agreement and the      
Merger.  This Agreement constitutes, and all other agreements contemplated      
hereby will constitute, when executed and delivered by                          

/24/                                                                            

Suitor in accordance herewith, the valid and binding obligations of Suitor,     
enforceable in accordance with its terms, except as such enforceability may be  
limited by (i) bankruptcy, insolvency, moratorium or other similar laws         
affecting or relating to creditors' rights generally, and (ii) general          
principles of equity.                                                           

4.6  ASSETS                                                                     
-------                                                                 

  Suitor, ATR Search and ATR Tech have good and marketable title to all of
the respective party's assets and properties which it purports to own as        
reflected on the balance sheet included in the Suitor Financial Statements (as  
hereinafter defined), or thereafter acquired. No material portion of the assets 
of Suitor are subject to any governmental decree or order to be sold or is      
being condemned, expropriated or otherwise taken by any public authority with   
or without payment of compensation therefore, nor, to its Knowledge, has any    
such condemnation, expropriation or taking been proposed.  None of the material 
assets of Suitor are subject to any restriction that would prevent continuation 
of the use currently made thereof or materially adversely affect the value      
thereof.                                                                        

4.7  CONTRACTS AND OTHER COMMITMENTS                                            
--------------------------------                                        

Suitor is not a party to or bound by any of the following:            

  (i)  employment or consulting agreement that has an aggregate future
liability in excess of $10,000 and is not terminable by Suitor upon notice of   
not more than 60 days for a cost of less than $5,000;                           

   (ii)  employee collective bargaining agreement or other contract with
any labor union;                                                                

   (iii)  covenant of Suitor not to compete or otherwise restricting the
operations of Suitor;                                                           

(iv)  agreement, contract or other arrangement with any current or
former officer, director or employee of Suitor or any Affiliate of Suitor other 
than employment and consulting agreements covered by clause (i) above;          

    (v)  lease or similar agreement with any person under which (A) Suitor
is lessee of or holds or uses any machinery, equipment, vehicle or other        
tangible personal property owned by any other Person or (B) Suitor is a lessor  
or sublessor of, or makes available for use by any other Person, any tangible   
personal property owned or leased by Suitor, which in any case or in the        
aggregate have a total future liability or receivable, as the case may be, in   
excess of $10,000 and are not terminable by Suitor upon notice of not more      
than 60 days for a cost of less than $10,000;                                   

 (vi) (A)  continuing contract for the future purchase of materials,
supplies or equipment, (B) management, service, consulting or other similar     
ype of contract or (C) advertising agreement or arrangement, which in any case  
or in the aggregate have a total future liability in excess of $10,000 and are  
not terminable by Suitor upon notice of not more than 60 days for a cost of     
less than $10,000;                                                              

     (vii)  material license, option or other agreement relating in whole or
in part to (A) the Suitor Intellectual Property, including any license or other 
agreement under which Suitor is licensee or licensor thereof, or (B) trade      
secrets, confidential information or other proprietary rights and processes of  
Suitor;                                                                         

    (viii)  agreement, contract or other instrument under which Suitor has
borrowed any money from, or issued any note, bond, debenture or other evidence  
of indebtedness to, any other Person that in any individual case is in excess   
of $15,000;                                                                     

      (ix)  agreement, contract or other instrument under which (A) any Person
has directly                                                                    

/25/                                                                            

or indirectly guaranteed indebtedness, liabilities or obligations               
of Suitor or (B) Suitor has directly or indirectly guaranteed indebtedness,     
liabilities or obligations of any other Person that in any individual case is   
in excess of $15,000;                                                           

  (x)  agreement, contract or other instrument under which Suitor has,
directly or indirectly, made any advance, loan, extension of credit or capital  
contribution to, or other investment in, any other Person that in any           
individual case is in excess of $15,000;                                        

(xi)  agreement, contract or other instrument providing for       
indemnification of any Person with respect to liabilities relating to any       
current or former business of Suitor; or                                        

     (xii)  other agreement, contract or other instrument to which Suitor is
a party or by or to which it or any of its assets or business is bound or       
subject that has an aggregate future liability to any other Person in excess    
of $10,000 and is not terminable by Suitor upon notice of not more than 60 days 
for a cost of less than $10,000.                                                
ule are valid and binding upon Suitor, as applicable, and, to its Knowledge,    
the other parties thereto and are in full force and effect and enforceable, in  
accordance with their respective terms, and Suitor, to its Knowledge, any other 
party to any Suitor Contract has breached any provision of, and no event has    
occurred which, with the lapse of time or action by a third party, could result 
in a material default under, the terms thereof.                                 

4.8  LITIGATION                                                                 
------------                                                            

  There is no material claim, action, proceeding, or investigation pending
or, to their Knowledge, threatened against or affecting Suitor, ATR Search or   
ATR Tech. before or by any court, arbitrator or governmental agency or          
authority.  There are no material decrees, injunctions or orders of any court,  
governmental department, agency or arbitration outstanding against Suitor, ATR  
Search or ATR Tech.                                                             

4.9  TAXES                                                                      
-------                                                                 

 Suitor has duly filed all Returns required to be filed by it other than
Returns which the failure to file would have no material adverse effect on the  
business of Suitor.  All such Returns were, when filed, and to Suitor's         
Knowledge are, accurate and complete in all material respects and were prepared 
in conformity with applicable laws and regulations.  Suitor has paid or will    
pay in full prior to the Effective Time, or has adequately reserved against all 
Taxes otherwise assessed against it through the Closing Date. Suitor is not a   
party to any pending action or proceeding by any governmental authority for the 
assessment of any Tax, and, to the Knowledge of Suitor, no claim for assessment 
or collection of any Tax has been asserted against Suitor that have not been    
paid.  There are no Tax liens upon the assets of Suitor.  Neither Suitor nor    
any of its subsidiaries has taken, agreed to take or will take any action that  
would reasonably be expected to prevent the Merger from constituting a          
reorganization within the meaning of Section 368(a) of the Code.                

4.10  COMPLIANCE WITH LAWS AND REGULATIONS                                      
--------------------------------------                                

Suitor, ATR Search and ATR Tech. have complied and are presently      
complying, in all material respects, with all laws, rules, regulations, orders  
and requirements (federal, state local and foreign) applicable to them in all   
jurisdictions in which their operations are conducted or to which they are      
subject, including, without limitation, all applicable federal and state        
securities laws, civil rights and equal opportunity employment laws and         
regulations, and all federal, antitrust, antimonopoly and fair trade practice   
laws.  There has been no assertion by any party that Suitor, ATR Search or ATR  
Tech. is inviolation in any material respect of any such laws, rules,           
regulations, orders, restrictions or requirements with respect to its           
operations and no notice in that regard has been received by Suitor, ATR Search 
or ATR Tech.                                                                    

4.11  ENVIRONMENTAL MATTERS                                                     
----------------------                                                

(i)  Neither Suitor nor its subsidiaries are in violation of any  
Environmental Law applicable to either of them; (ii) none of the properties     
formerly owned, leased or operated by Suitor or its subsidiaries (including,    
without limitation, soils and surfaces and ground waters) are contaminated with 
any Hazardous Substance; (iii) neither Suitor nor its subsidiaries are liable   
for any off-site contamination by Hazardous Substances; (iv) neither Suitor nor 
its subsidiaries are liable for any violation under any Environmental Law       
(including, without limitation, pending or threatened liens); (v) Suitor and    
its subsidiaries have all material                                              

/25/                                                                            

Environmental Permits; and (vi) neither the execution of this Agreement nor the 
consummation of the transactions contemplated herein will require any           
investigation, remediation or other action with respect to Hazardous            
Substances, or any notice to or consent of Governmental Entities or third       
parties, pursuant to any applicable Environmental Law or Environmental Permit.  

4.12  NO CONFLICT                                                               
------------                                                          

 The making and performance of this Agreement will not (i) conflict with
the Articles of Incorporation, Certificate of Incorporation or the By-laws of   
Suitor, ATR Search and ATR Tech., (ii) violate any laws, ordinances, rules,or   
regulations, or any order, writ, injunction or decree to which Suitor, ATR      
Search or ATR Tech. is a party or by which Suitor any of its material assets,   
business, or operations may be bound or affected or (iii) result in any breach  
or termination of, or constitute a default under, or constitute an event which, 
with notice or lapse of time, or both, would become a default under, or result  
in the creation of any encumbrance upon any material asset of Suitor, ATR       
Search or ATR Tech., or create any rights of termination, cancellation, or      
acceleration in any person under, any material agreement, arrangement, or       
commitment, or violate any provisions of any laws, ordinances, rules or         
regulations or any order, writ, injunction, or decree to which Suitor, ATR      
Search or ATR Tech. is a party or by which Suitor, ATR Search or ATR Tech.,or   
any of their material assets may be bound, except in the case of (ii) or (iii)  
for any such conflicts, violations, defaults, terminations, cancellations or    
accelerations which would not have a material adverse effect on Suitor, ATR     
Search or ATR Tech.                                                             

4.13  EMPLOYEES                                                                 
----------                                                            

Neither Suitor nor its subsidiaries have any employees that are       
represented by any labor union or collective bargaining unit.                   

4.14  BUSINESS LOCATIONS                                                        
-------------------                                                   

 Neither Suitor nor its subsidiaries owns or leases any real or personal
property in any state or country.                                               

4.15  INTELLECTUAL PROPERTY                                                     
----------------------                                                

   Neither Suitor nor its subsidiaries is currently in receipt of any notice
of any violation or infringements of, and neither Suitor nor its subsidiaries   
is knowingly violating or infringing, the rights of others in any trademark,    
trade name, service mark, copyright, patent, trade secret, know-how or other    
intangible asset.                                                               

4.16  GOVERNMENTAL APPROVALS                                                    
-----------------------                                               

 Except as set forth in Section 1.2 as to the filing of the Agreement of
Merger, no authorization, license, permit, franchise, approval, order or        
consent of, and no registration, declaration or filing by Suitor or its         
subsidiaries with, any governmental authority, domestic or foreign, federal,    
state or local, is required in connection with execution, delivery and          
performance of this Agreement.                                                  

4.17  TRANSACTIONS WITH AFFILIATES                                              
------------------------------                                        

    Neither Suitor nor its subsidiaries is indebted for money borrowed, either
directly or indirectly, from any Affiliate, in any amount whatsoever; nor are   
any of its officers, directors, or Affiliates indebted for money borrowed from  
Suitor or its subsidiaries; nor are there any transactions of a continuing      
nature between Suitor or its subsidiaries and any of its officers, directors,   
or Affiliates not subject to cancellation which will continue beyond the        
Effective Time, including, without limitation, use of the assets of Suitor or   
its subsidiaries for personal benefit with or without adequate compensation.    

/26/                                                                            

4.18  EXISTING ARRANGEMENTS                                                     
----------------------                                                

   Suitor and its subsidiaries have no Knowledge that, either as a result of
the actions contemplated hereby or for any other reason (exclusive of           
expiration of a contract upon the passage of time), any entity having an        
arrangement with Suitor or its subsidiaries identified in Schedule 4.8 will not 
continue to conduct business with Suitor or its subsidiaries after the Closing  
Date in substantially the same manner as it has conducted business with Suitor  
or its subsidiaries in the past.                                                

4.19  NO DISTRIBUTIONS                                                          
-----------------                                                     

Neither Suitor nor its subsidiaries has made nor has any intention of 
making any distribution or payment to any of its shareholders in respect of     
Suitor stock.                                                                   

4.20  ACCOUNTS RECEIVABLE                                                       
--------------------                                                  

 All accounts receivable of Suitor and its subsidiaries reflected on the
Suitor Balance Sheet are valid receivables subject to no material setoffs or    
counterclaims and are current and, to Suitor's Knowledge, collectible (within   
90 days after the date on which it first became due and payable), net of the    
applicable reserve for bad debts reflected in the financial statements provided 
to Target or in the Suitor Disclosure Schedule. To the Knowledge of Suitor and  
its subsidiaries, all accounts receivable reflected in the financial or         
accounting records of Suitor and its subsidiaries are valid receivables and are 
collectible subject to no material setoffs or counterclaims.                    

4.21  SEC DISCLOSURES                                                           
----------------                                                      

  (a)  Suitor has delivered or made available to Target (including through
the SEC EDGAR system) accurate and complete copies (excluding copies of         
exhibits) of each report, registration statement and definitive proxy statement 
filed by Suitor with the SEC between September 30, 2001 and the date of this    
Agreement (the "Suitor SEC Documents").  Since September 30, 2001, all          
statements, reports, schedules, forms and other documents required to have been 
filed by Suitor with the SEC have been so filed.  As of the time it was filed   
with the SEC (or, if amended or superseded by a filing prior to the date of     
this Agreement, then on the date of such filing): (i) each of the Suitor SEC    
Documents complied in all material respects with the applicable requirements of 
the Securities Act of 1933 (the "Securities Act") or the Securities and         
Exchange Act of 1934 (the "Exchange Act") (as the case may be); and (ii) none   
of the Suitor SEC Documents contained any untrue statement of a material fact   
or omitted to state a material fact required to be stated therein or necessary  
in order to make the statements therein, in the light of the circumstances      
under which they were made, not misleading.                                     

 (b)  he consolidated financial statements (including any related notes)
contained in the Suitor SEC Documents: (i) complied as to form in all material  
respects with the published rules and regulations of the SEC applicable         
thereto; (ii) were prepared in accordance with generally accepted accounting    
principles applied on a consistent basis throughout the periods covered (except 
as may be indicated in the notes to such financial statements and, in the case  
of unaudited statements, as permitted by Form 10-Q of the SEC, and except that  
unaudited financial statements may not contain footnotes and are subject to     
year-end audit adjustments); and (iii) fairly present the consolidated          
financial position of Suitorand its subsidiaries as of the respective dates     
thereof and the consolidated results of operations of Suitor and its            
subsidiaries for the periods covered thereby.                                   

4.22  ABSENCE OF CERTAIN CHANGES OR EVENTS                                      
-------------------------------------                                 

    Since December 31, 2001 (the "Suitor Balance Sheet Date"), there has not
been:                                                                           

  (a)  any material adverse change in the financial condition, properties,
assets, liabilities or business of Suitor or its subsidiaries;                  

/27/                                                                            

  (b)  any material damage, destruction or loss of any material properties
of Suitor or its subsidiaries, whether or not covered by insurance;             

 (c)  any material adverse change in the manner in which the business of
Suitor or its subsidiaries has been conducted;                                  

   (d)  any material adverse change in the treatment and protection of trade
secrets or other confidential information of Suitor or its subsidiaries; and    

(e)  any occurrence not included in paragraphs (a) through (d) of this
Section 4.23 which has resulted, or which Suitor or its subsidiaries has reason 
to believe, might be expected to result in a material adverse change in the     
business or prospects of Suitor or its subsidiaries.                            

4.23  LIABILITIES                                                               
------------                                                          

Neither Suitor, ATR Search nor ATR Tech. have any material direct or  
indirect Liabilities, as that term is defined in Section 3.23 ("Suitor          
Liabilities"), whether or not of a kind required by generally accepted          
accounting principles to be set forth on a financial statement, other than      
(i) Suitor Liabilities fully and adequately reflected or reserved against on    
the Suitor Balance Sheet and (ii) Suitor Liabilities otherwise disclosed in     
this Agreement, including the exhibits hereto and the Suitor Disclosure         
Schedule.                                                                       

4.24  GOVERNMENTAL LICENSES, PERMITS AND AUTHORIZATIONS                         
---------------------------------------------------                   

  Neither Suitor, ATR Search and ATR Tech. have all governmental licenses,
permits, authorizations and approvals necessary for the conduct of its business 
as currently conducted.  All such licenses, permits, authorizations and         
approvals are in full force and effect, and no proceedings for the suspension   
or cancellation of any thereof is pending or threatened.                        

4.25  EMPLOYEE BENEFIT PLANS                                                    
------------------------                                              

(a)  The Suitor Disclosure Schedule identifies each salary, bonus,    
material deferred compensation, material incentive compensation, stock          
purchase, stock option, severance pay, termination pay, hospitalization,        
medical, insurance, supplemental unemployment benefits, profit-sharing, pension 
or retirement plan, program or material agreement.                              

    (b)  Neither Suitor, ATR Search nor ATR Tech. has maintained, sponsored or
contributed to, any employee pension benefit plan (as defined in Section 3(2)   
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or 
any similar pension benefit plan under the laws of any foreign jurisdiction.    

    (c)  Neither the execution, delivery or performance of this Agreement, nor
the consummation of the Merger or any of the other transactions contemplated by 
this Agreement, will result in any bonus, golden parachute, severance or other  
similar payment or obligation to any current or former employee or director of  
Neither Suitor, ATR Search or ATR Tech., or result in any acceleration of the   
time of payment, provision or vesting of any such benefits.  Without limiting   
the generality of the foregoing the consummation of the Merger will not result  
in the acceleration of vesting of any unvested Suitor Options.                  

4.26  NO OMISSION OR UNTRUE STATEMENT:                                          
---------------------------------                                     

To the best of their Knowledge no representation or warranty made by  
Suitor, ATR Search or ATR Tech., to Target Systems in this Agreement, in the    
Suitor Disclosure Schedule or in any certificate of a Suitor officer required   
to be delivered to Target pursuant to the terms of this Agreement contains any  
untrue statement of a material fact, or omits to state a material fact          
necessary to make the statements contained herein or therein not misleading as  
of the date hereof.                                                             

/28/                                                                            

ARTICLE 5   

5.   CLOSING                                                                    
--------                                                              

5.1  DATE AND TIME                                                              
--------------                                                          

Subject to this Agreement and the Merger receiving all requisite      
shareholder approvals and subject to the other provisions of this Agreement,    
the parties shall hold a closing (the "Closing") on the next business day (or   
such later date as the parties hereto may agree) following the later of (a) the 
date of the meeting of shareholders of Suitor to consider and vote upon this    
Agreement and the Merger, or receipt by Target of consent approving the         
Merger, or (b) the business day on which the last of the conditions set forth   
in Sections 6 and 7 hereof is fulfilled or waived (such later date, the         
"Closing Date"), at the offices of Target or such other time and place as the   
parties may agree upon.                                                         

5.2  TARGET'S CLOSING DELIVERIES                                                
----------------------------                                            

At the Closing, in addition to documents referred to elsewhere, Target
shall deliver, or cause to be delivered, to Suitor:                             

 (a)  a certificate, dated as of the Closing Date, executed by the Chief
Executive Officer of Target, to the effect that the representations and         
warranties contained in this Agreement are true and correct in all material     
respects at and as of the Closing Date and that Target has complied with or     
performed in all material respects all terms, covenants and conditions to be    
complied with or performed by Target on or prior to the Closing Date;           

(b)  Certified Resolutions of the Board of Directors and a majority of
the Shareholders of Target approving the transactions set forth herein; and     

    (c)  such other documents as Suitor or its counsel may reasonably require.

5.3  SUITOR CLOSING                                                             
---------------                                                         

At the Closing, in addition to documents referred to elsewhere, Suitor
shall deliver to Target:                                                        

    (a)  a certificate of Merger dated as of the Closing Date, executed by the
President or Chief Executive Officer of Suitor to the effect that the           
representations and warranties of Suitor and its subsidiaries contained in      
this Agreement are true and correct in all material respects and that Suitor    
has complied with or performed in all material respects all terms, covenants,   
and conditions to be complied with or performed by Suitor or prior to the       
Closing Date; and                                                               

(b)  Certified Resolutions of the Board of Directors and a majority of
the Shareholders of Suitor approving the transactions set forth herein; and     

    (c)  such other documents as Target or its counsel may reasonably require.

ARTICLE 6   

6.  CONDITIONS TO OBLIGATIONS OF TARGET                                         
------------------------------------                                      

The obligation of Target to consummate the Closing is subject to the  
following conditions, any of which may be waived by it in its sole discretion:  

6.1  COMPLIANCE BY SUITOR                                                       
---------------------                                                   

   On or before the Closing, Suitor shall have performed and complied in all
material respects with the following:                                           

/29/                                                                            

(a)  Suitor shall have preformed and complied in all material respects
with all other agreements and conditions required by this Agreement to be       
performed or complied with by Suitor prior to or on the Closing Date.           

6.2  ACCURACY OF SUITOR'S REPRESENTATIONS                                       
-------------------------------------                                   

    Suitor's representations and warranties contained in this or any schedule,
certificate, or other instrument delivered pursuant to the provisions hereof or 
in connection with the transactions contemplated hereby shall be true and       
correct in all material respects at and as of the Closing Date (except for such 
changes permitted by this Agreement).                                           

6.3  MATERIAL ADVERSE CHANGE                                                    
------------------------                                                

   No material adverse change shall have occurred subsequent to December 31,
2001 in the financial position, results of operations, assets, liabilities, or  
prospects of Suitor or its subsidiaries, nor shall any event or circumstance    
have occurred which would result in a material adverse change in the financial  
position, results of operations, assets, liabilities, or prospects of Suitor or 
its subsidiaries; provided, however, that the following events or occurrences   
shall not be deemed to be events or occurrences having a material adverse       
effect for purposes of this Section 6.3: (i) reductions or increases in the     
trading price of Suitor Common Stock between the date hereof and the Closing    
Date; (ii) events or occurrences related directly to the Merger or the other    
transactions contemplated by this Agreement.                                    

6.4  DOCUMENTS                                                                  
----------                                                              

    All documents and instruments required hereunder to be delivered by Suitor
to Target at the Closing shall be delivered in form and substance reasonably    
satisfactory to Target and its counsel.                                         

6.5  LITIGATION                                                                 
----------                                                            

No litigation, temporary restraining order, preliminary or permanent  
 injunction or other order issued by any court of competent jurisdiction
   or other legal or regulatory restraint seeking to enjoin the transactions
contemplated by this Agreement or to obtain damages on account hereof 
shall be pending or to Target's Knowledge be threatened.              

6.6  APPROVAL OF SHAREHOLDERS                                                   
-------------------------                                               

   Target shall have received the approval of a majority of its shareholders
of this Agreement and the transactions contemplated.                            

6.7  CONSENTS                                                                   
---------                                                               

All other authorizations, consents, orders or approvals of, or        
declarations or filings with, or expirations of waiting periods imposed by, any 
governmental entity the failure to obtain or comply with which would be         
reasonably likely to have a material adverse effect on Target or a material     
adverse effect on the consummation of the transactions contemplated hereby      
shall have been filed, occurred or been obtained.                               

ARTICLE 7   

7.  CONDITIONS TO SUITOR'S OBLIGATIONS                                          
-----------------------------------                                       

   Suitor's obligation to consummate the Closing is subject to the following
conditions, any of which may be waived by either party in its sole discretion:  

7.1  COMPLIANCE BY TARGET                                                       
---------------------                                                   

    Target shall have performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or         
complied with by Target prior to or on the Closing Date.                        

/30/                                                                            

7.2  ACCURACY OF REPRESENTATIONS OF TARGET                                      
--------------------------------------                                  

  The representations and warranties of Target contained in this Agreement
(including the exhibits hereto and the Target Disclosure Schedule) or any       
schedule, certificate, or other instrument delivered pursuant to the provisions 
hereof or in connection with the transactions contemplated hereby shall be true 
and correct in all material respects at and as of the Closing Date (except for  
changes permitted by this Agreement).                                           

7.3  MATERIAL ADVERSE CHANGE                                                    
------------------------                                                

   No material adverse change shall have occurred subsequent to December 31,
2001 in the financial position, results of operations, assets, liabilities, or  
prospects of Target, nor shall any event or circumstance have occurred which    
would result in a material adverse change in the financial position, results    
of operations, assets, liabilities, or prospects of Target (including but not   
limited to a material deviation in the audited financial statements of Target   
from the unaudited financial statements provided by Target to Suitor; provided, 
however, that the following shall not be deemed to be material deviations:      
(a) material deviations which do not materially affect Target's revenues, net   
income, costs of goods sold, inventory or accounts receivable; and (b)          
deviations in the tax provisions of such financials relating to transactions    
involving its foreign subsidiaries and the appropriate reserve with respect to  
any tax liabilities relating thereto; provided, however, that deviations        
materially affecting net income in part (a) of the foregoing shall not include  
those as a result of such tax provisions of such financials relating to         
transactions involving its foreign subsidiaries and the tax liabilities         
relating thereto).  Notwithstanding anything to the contrary set forth herein,  
the following events or occurrences shall not be deemed to be events or         
occurrences having a material adverse effect for purposes of this Section 7.3:  
(i) events or occurrences affecting the environmental, health and safety        
industry that do not have a disproportionate impact on Target, taken as a       
whole; or (ii) events or occurrences related directly to the Merger or the      
other transactions contemplated by this Agreement.                              

7.4  LITIGATION                                                                 
-----------                                                             

No litigation, temporary restraining order, preliminary or permanent  
injunction or other order issued by any court of competent jurisdiction or      
other legal or regulatory restraint seeking to enjoin the transactions          
contemplated by this Agreement or to obtain damages on account hereof shall be  
pending or to Suitor's Knowledge be threatened.                                 

7.5  DOCUMENTS                                                                  
----------                                                              

    All documents and instruments required hereunder to be delivered by Target
to Suitor at the Closing shall be delivered in form and substance reasonably    
satisfactory to Suitor and its counsel.                                         

7.6  SHAREHOLDER APPROVAL                                                       
---------------------                                                   

  This Agreement shall have been duly adopted and approved, and the Merger
shall have been duly approved, by the shareholders of Target.  The holders of   
not more than 10% of the shares of Target Common Stock shall have exercised     
dissenters' rights pursuant to NRS.                                             

7.7  APPROVAL OF SHAREHOLDERS OF SUITOR                                         
-----------------------------------                                     

   Suitor shall have received the approval of a majority of its shareholders
of this Agreement and the transactions contemplated hereby.                     

7.8  FINANCIAL STATEMENTS                                                       
--------------------                                                    

Target shall have provided Suitor with financial statements and other 
information satisfactory in all respects to allow Suitor to comply with any and 
all applicable requirements under the Securities Act and the Exchange Act.      

/31/                                                                            

7.9  CONSENTS                                                                   
---------                                                               

All other authorizations, consents, orders or approvals of, or        
declarations or filings with, or expirations of waiting periods imposed by, any 
governmental entity the failure to obtain or comply with which would be         
reasonably likely to have a material adverse effect on Suitor or a material     
adverse effect on the consummation of the transactions contemplated hereby      
shall have been filed, occurred or been obtained.                               

ARTICLE 8   

8.   TERMINATION                                                                
------------                                                            

8.1  TERMINATION PRIOR TO CLOSING:                                              
------------------------------                                          

    (a)  If the Closing has not occurred by April 30, 2002 (as may be extended
as set forth below, the "Termination Date") any party may terminate this        
Agreement at any time thereafter by giving written notice of termination to the 
other, provided, however, that no party may terminate this Agreement if such    
party has willfully or materially breached any of the terms and conditions      
hereof.  Notwithstanding the above, the parties may extend the deadline         
provided herein by mutual written consent.  If the Closing has not occurred     
by April 30, 2002 and Suitor's Proxy Statement as referenced in Section 11      
hereof is then under review from the SEC (as defined) or the Closing was unable 
to occur by April 30, 2002 due to a delay caused by such review, such           
Termination Date shall be automatically extended until the date thirty (30)     
business days following the date on which the SEC advises Suitor that it has no 
further comments with respect to such Proxy Statement.                          

    (b)  Prior to the Termination Date, any party may terminate this Agreement
following the insolvency or bankruptcy of the other party hereto, or if any one 
or more of the conditions to Closing set forth in Section 5 or 6 shall become   
incapable of fulfillment or there shall have occurred a breach of this          
Agreement which breach would reasonably be expected to have a material adverse  
effect on the other party hereto and either such condition or breach shall not  
have been waived by the party for whose benefit the condition, representation   
or warranty was established, then either Target (in the case of a condition in  
Section 5) or Suitor (in the case of a condition specified in Section 6) may    
terminate this Agreement.                                                       

8.2  BREAK-UP FEE                                                               
-------------                                                           

  If this Agreement is terminated and the transactions contemplated hereby
are abandoned as provided in this Section, this Agreement shall become void     
and of no further force or effect.                                              

   (a)  If Suitor terminates this Agreement, Target shall be entitled to (i)
receive a break-up fee in the amount of $10,000 from Suitor or its successor    
within five days after completion of the Competing Transaction referred to      
therein and (ii) accelerate the maturity of the Bridge Loans, if any, to a date 
not less than 30 days after completion of the Competing Transaction.            

   (b)  If Target terminates this Agreement, Suitor shall be entitled to (i)
receive a break-up fee in the amount of $20,000 from Target or its successor    
within five days after completion of the Competing Transaction referred to      
therein and (ii) accelerate the maturity of the Bridge Loans, if any, to a date 
not less than 30 days after completion of the Competing Transaction.            

(c)  If this Agreement is terminated by either party, each party shall
return all documents and other material received from or on behalf of the other 
party in connection with the transactions contemplated hereby, whether so       
obtained before or after the execution hereof.  All Confidential Information    
received by a party with respect to the business of the other party shall be    
treated in accordance with the restrictions set forth herein, which shall       
remain in full force and effect notwithstanding the termination of this         
Agreement.                                                                      

/32/                                                                            

8.3  CONSEQUENCES OF TERMINATION                                                
----------------------------                                            

 Upon termination of this Agreement in accordance with this Section 8 or
any other express right of termination provided elsewhere in this Agreement,    
the parties shall be relieved of any further obligation to the others except    
as specified in Section 8.2; provided, however, that no termination of this     
Agreement, in accordance with this Section 8 hereof or under any other express  
right of termination provided elsewhere in this Agreement shall operate to      
release any party from any liability to any other party incurred before the     
date of such termination or from any liability resulting from any willful       
misrepresentation made in connection with this Agreement or willful breach      
hereof.                                                                         

ARTICLE 9   

9.   ADDITIONAL COVENANTS                                                       
---------------------                                                   

9.1  MUTUAL COOPERATION                                                         
-------------------                                                     

The parties hereto will cooperate with each other, and will use all   
reasonable efforts to cause the fulfillment of the conditions to the parties'   
obligations hereunder and to obtain as promptly as possible all consents,       
authorizations, orders or approvals from each and every third party, whether    
private or governmental, required in connection with the transactions           
contemplated by this Agreement.                                                 

9.2  CHANGES IN REPRESENTATIONS AND WARRANTIES OF A PARTY                       
-----------------------------------------------------                   

A party shall promptly give written notice to the other party upon    
becoming aware of (A) any fact which, if known on the date hereof, would have   
been required to be set forth or disclosed pursuant to this Agreement and (B)   
any impending or threatened breach in any material respect of any of the        
representations and warranties contained in this Agreement and with respect to  
the latter shall use all reasonable efforts to remedy same.                     

9.3  REGISTRATION STATEMENTS                                                    
------------------------                                                

   Suitor shall within a reasonable time period after the Effective Time, or
at such time prior to September 30, 2002, file a registration statement on Form 
SB-2 or on such other form as is then available under the Securities Act        
covering the Convertible securities per the terms of this Agreement so as to    
facilitate the resale thereof, to be kept effective until such date as is the   
earlier of (i) the date on which the securities registered under such           
registration statement have been sold; or (ii) the date on which the securities 
registered under such registration statement may be sold to the public without  
registration or restriction (including without limitation, restrictions as to   
volume).                                                                        

ARTICLE 10  

10   FEES                                                                       
-----                                                                   

   Each party hereto hereby represents and warrants that no brokers, finders
or investment bankers that may be entitled to any brokerage fee, finder's fee,  
commission or investment banking fee have acted for that party in connection    
with this Agreement or the transactions contemplated hereby.                    

ARTICLE 11  

11.  SECURITIES; SHAREHOLDER APPROVAL                                           
---------------------------------                                       

11.1  TARGET                                                                    
-------                                                               

Target, acting through its board of directors, in accordance with     
pplicable law, its Articles of Incorporation, as amended, and Bylaws, as        
amended, will:                                                                  

/33/                                                                            

   (a)  duly call, give notice of, convene and hold a special meeting of its
shareholders, to be held as soon as practicable after the date of this          
Agreement, for the purpose of submitting this Agreement, the Merger and the     
other transactions contemplated hereby, as a single proposal (the "Target       
Proposal") for adoption and approval by the required vote of the holders of     
Target Common Stock;                                                            

(b)  cooperate with Suitor in preparing and filing with the Securities
and Exchange Commission (the "SEC") as promptly as practicable after the date   
of this Agreement the Proxy Statement with respect to such shareholders meeting 
satisfying the requirements of the Securities Act and the Exchange Act, respond 
promptly to any comments raised by the SEC with respect to the preliminary      
version of the Proxy Statement, use all its reasonable efforts to cause the     
definitive version of the Proxy Statement to be mailed to its shareholders as   
soon as it is legally permitted to do so;                                       

   (c)  provide Suitor with the information concerning Target required to be
included in the Proxy Statement;                                                

    (d)  and include in the Proxy Statement the recommendation of the board of
directors of Target that the shareholders of Target vote in favor of adoption   
and approval of the Target Proposal.                                            

11.2  INFORMATION OF TARGET IN PROXY STATEMENT:                                 
-----------------------------------------                             

 The information supplied by Target for inclusion in the Proxy Statement
shall not, at (i) the time the Proxy Statement (or any amendment thereof or     
supplement thereto) is first mailed to the shareholders of Suitor, (ii) the     
time of each of the shareholders' meetings and (iii) the Effective Time,        
contain any untrue statement of a material fact or fail to state any material   
fact required to be stated therein or necessary in order to make the statements 
therein, in light of the circumstances under which they were made, not          
misleading.  If, at any time prior to the Effective Time, any event or          
circumstance relating to Target or any subsidiary of Target, or their           
respective officers or directors, that should be set forth in an amendment or a 
supplement to the Proxy Statement is discovered by Target, Target shall         
promptly inform Suitor.                                                         

11.3  SUITOR                                                                    
-------                                                               

Suitor, acting through its board of directors, in accordance with     
applicable law, its Articles of Incorporation and Bylaws, will:                 

   (a)  duly call, give notice of, convene and hold an annual meeting of its
shareholders, to be held as soon as practicable after the date of this          
Agreement, for the purpose of submitting, each as a single proposal, the        
proposals adopted by the board of directors of Suitor to effectuate the Merger  
and issue the Suitor Merger Stock pursuant to the Merger (the "Share            
Issuance");                                                                     

  (b)  file with the SEC as promptly as practicable after the date of this
Agreement the Proxy Statement complying in all material respects with the       
Securities Act and the Exchange Act, respond promptly to any comments raised by 
the SEC with respect to the preliminary version of the Proxy Statement, use all 
its reasonable efforts to cause the definitive version of the Proxy Statement   
to be mailed to its shareholders as soon as it is legally permitted to do so;   

   (c)  provide Target with the information concerning Suitor required to be
included in the Proxy Statement; and                                            

(d)  include in the Proxy Statement the recommendation of the board of
directors of Suitor that the shareholders of Suitor vote in favor of adoption   
and approval of the Suitor Proposals.                                           

11.4  INFORMATION OF SUITOR IN PROXY STATEMENT                                  
-----------------------------------------                             

The information on Suitor in the Proxy Statement shall not, at (i) the
time the Proxy Statement (or any amendment thereof or supplement thereto) is    
first mailed to the shareholders of Target, (ii) the time of each of the        
shareholders' meetings and (iii) the Effective Time, contain any untrue         
statement of a material                                                         

/34/                                                                            

fact or fail to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the              
circumstances under which they were made, not misleading. If, at any time prior 
to the Effective Time, any event or circumstance relating to Suitor or any      
subsidiary of Suitor, or their respective officers or directors, that should be 
set forth in an amendment or a supplement to the Proxy Statement is discovered  
by Suitor, Suitor shall promptly inform Target.                                 

11.5  COOPERATION                                                               
------------                                                          

Each party will promptly advise the other of its receipt of, and will 
promptly furnish the other party with copies of, all comments received from the 
SEC with respect to the Proxy Statement and will consult with the other party   
in responding to such comments.                                                 

11.6  RESTRICTION ON TRANSFER                                                   
------------------------                                              

   Target acknowledges that the shares of Suitor Common Stock are restricted
securities and may only be sold pursuant to an effective registration statement 
under the Securities Act or an exemption therefrom.  The Restricted Securities  
and any shares of capital stock received in respect thereof, whether by reason  
of a stock split or share reclassification thereof, a stock dividend thereon or 
otherwise, shall not be transferable except upon the conditions specified       
herein.                                                                         

11.7  RESTRICTIVE LEGENDS                                                       
--------------------                                                  

   Each certificate for the Suitor Common Stock issued in the Merger and any
shares of capital stock received in respect thereof, whether by reason of a     
stock split or share reclassification thereof, a stock dividend thereon or      
otherwise, and each certificate for any such securities issued to subsequent    
transferees of any such certificate shall contain a legend to the effect that:  

"The Restricted Securities covered by this certificate have not been registered 
under the Securities Act of 1933, as amended, and may not be sold, offered for  
sale, assigned, transferred or otherwise disposed of, unless registered         
pursuant to the provisions of that Act or an opinion of counsel to Suitor is    
obtained stating that such disposition is in compliance with an available       
exemption from such registration."                                              

ARTICLE 12  

12.  MISCELLANEOUS                                                              
--------------                                                          

12.1  EXPENSES                                                                  
---------                                                             

Target and Suitor shall each pay its own expenses incident to the     
negotiation, preparation, and carrying out of this Agreement, including legal   
and accounting and audit fees.                                                  

12.2  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS                     
------------------------------------------------------                

    All statements contained in this Agreement or in any certificate delivered
by or on behalf of Target or Suitor pursuant hereto, or in connection with the  
actions contemplated hereby shall be deemed representations, warranties and     
covenants by Suitor or Target, as the case may be, hereunder.  All              
representations, warranties, and covenants made by Target or Suitor in this     
Agreement, or pursuant hereto, shall terminate at the Closing.                  

12.3  PUBLICITY                                                                 
----------                                                            

Target and Suitor shall not issue any press release or make any other 
public statement, in each case, relating to, in connection with or arising out  
of this Agreement or the transactions contemplated hereby, without obtaining    
the prior approval of the other, which shall not be unreasonably withheld or    
delayed, except that prior approval shall not be required if, in the reasonable 
judgment of Suitor, prior approval by Target would prevent the timely           
dissemination of such release or statement in violation of applicable Federal   
securities laws, rules or regulations or policies of the NASD OTC Bulletin      
Board.                                                                          

/35/                                                                            

12.4  SUCCESSION AND ASSIGNMENTS AND THIRD PARTY BENEFICIARIES                  
---------------------------------------------------------             

  This Agreement may not be assigned (either voluntarily or involuntarily)
by any party hereto without the express written consent of the other party.     
Any attempted assignment in violation of this Section shall be void and         
ineffective for all purposes. In the event of an assignment permitted by this   
Section, this Agreement shall be binding upon the heirs, successors and assigns 
of the parties hereto.  There shall be no third party beneficiaries of this     
Agreement.                                                                      

12.5  NOTICES                                                                   
--------                                                              

 All notices, requests, demands, or other communications with respect to
this Agreement shall be in writing and shall be (i) sent by facsimile           
transmission, (ii) sent by the United States Postal Service, registered or      
certified mail, return receipt requested, or (iii) personally delivered by a    
nationally recognized express overnight courier service, charges prepaid, to    
the following addresses (or such other addresses as the parties may specify     
from time to time in accordance with this Section)                              

(a) To ATR Search Corporation: 2 Penn Plaza, 15th Floor, Ste. 53      
                New York, New York 10121
                 Phone No:  (212) 292-4959
               Fax No:  (212) 292-4957
                   Attn: Robert Cox, President

(b)  Medicius, Inc:            2660 Townsgate Road, Ste., 310         
                          Westlake Village, California 91361
                 Phone No:  (805) 446-1973
               Fax No:  (805) 446-1983
                             Attn: Keith Berman, President and CEO

Any such notice shall, when sent in accordance with the preceding     
sentence, be deemed to have been given and received on the earliest of (i) the  
day delivered to such address or sent by facsimile transmission, (ii) the fifth 
(5th) business day following the date deposited with the United States Postal   
Service, or (iii) 24 hours after shipment by a such courier service.            

12.6  CONSTRUCTION                                                              
-------------                                                         

This Agreement shall be construed and enforced in accordance with the 
internal laws of the State of Nevada without giving effect to the principles    
of conflicts of law thereof.                                                    

12.7  COUNTERPARTS                                                              
-------------                                                         

 This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute   
one and the same Agreement.                                                     

/36/                                                                            

12.8  NO IMPLIED WAIVER; REMEDIES                                               
----------------------------                                          

No failure or delay on the part of the parties hereto to exercise any 
right, power, or privilege hereunder or under any instrument executed pursuant  
hereto shall operate as a waiver nor shall any single or partial exercise of    
any right, power, or privilege preclude any other or further exercise thereof   
or the exercise of any other right, power, or privilege. All rights, powers,    
and privileges granted herein shall be in addition to other rights and remedies 
to which the parties may be entitled at law or in equity.                       

12.9 ENTIRE AGREEMENT                                                           
-----------------                                                       

  This Agreement, including the Exhibits and Disclosure Schedules attached
hereto, sets forth the entire understandings of the parties with respect to the 
subject matter hereof, and it incorporates and merges any and all previous      
communications, understandings, oral or written as to the subject matter        
hereof, and cannot be amended or changed except in writing, signed by the       
parties.                                                                        

12.10 HEADINGS                                                                  
--------                                                            

   The headings of the Sections of this Agreement, where employed, are for
the convenience of reference only and do not form a part hereof and in no way   
modify, interpret or construe the meanings of the parties.                      

12.11 SEVERABILITY                                                              
------------                                                        

To the extent that any provision of this Agreement shall be invalid or
unenforceable, it shall be considered deleted hereof and the remainder of such  
provision and of this Agreement shall be unaffected and shall continue in full  
force and effect.                                                               

12.12 ATTORNEYS FEES                                                            
--------------                                                      
In the event any legal action is brought to interpret or enforce this 
Agreement, the party prevailing in such action shall be entitled to recover     
its attorneys' fees and costs in addition to any other relief that it is        
entitled.                                                                       

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and 
year first above written.                                                       

Suitor:                      ATR Search Corporation                             
By:                         
         -------------------------------
Robert Cox, President 

Target:                      Medicius, Inc.                                     
By:                         
         -------------------------------
 Keith Berman, President

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE MERGER AGREEMENT   
AS LISTED ABOVE.                                                                

/37/                                                                            

PROPOSAL NO. 2  

Corporate Name Change   

The Suitor's officers and directors propose to amend the Articles of  
incorporation to reflect Suitor's name change from ATR Search Corporation,      
to CareDecission Corporation.                                                   

PROPOSAL NO. 3  

Suitor to Increase Authorized shares. 

The Suitor's officers and directors propose to amend the Articles of  
incorporation to reflect the increase of Suitor's authorized shares to          
200,000,000.                                                                    

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE CHANGING OF THE    
SUITOR'S NAME AS LISTED ABOVE.                                                  

OTHER MATTERS   

 The Suitor knows of no other matter to be submitted to the meeting.  If
any other matters properly come before the meeting, it is the intention of      
the persons named in the enclosed form of proxy to vote the shares they         
represent as the Board of Directors may recommend.                              

ANNUAL REPORT   

Included with this proxy statement, see Exhibit I, is a copy of the   
Suitor's annual report for the year ended December 31, 2001.  This annual       
report is taken from the Suitor's Form 10-KSB, filed with the United States     
Securities and Exchange Commission on March 15, 2001, with certain exhibits     
excluded.  The entire filings, with all exhibits attached, are available online 
at the SEC's website, www.sec.gov, or at FreeEdgar, www.FreeEdgar.com. (Note    
that some of those exhibits are not attached to the Form 10-KSB but are         
included in other Forms filed with the SEC; those Forms are referenced from the 
Form 10-KSB, and are also available online at the addresses mentioned above.)   

/38/                                                                            

PROXY 
OF  
ATR SEARCH CORPORATION  
A Nevada Corporation  

KNOW ALL PERSONS BY THESE PRESENTS, that, pursuant to Nevada Revised  
Statutes 78.355, the undersigned, [NAME OF STOCKHOLDER], hereby appoints [PROXY 
HOLDER] proxy with power of substitution and revocation to vote the common      
shares of [NAME OF STOCKHOLDER], which the undersigned is entitled to vote at   
the [SPECIAL] meeting of stockholders to be held on June 3, 2002, at 10:00 a.m. 
at 2 Penn Plaza, 15th Floor, Ste. 53, New York, NY 10121, and at any            
adjournment thereof, with all the powers the undersigned would posses if        
present,                                                                        

(PLEASE SIGN AND DATE THE PROXY ATACHED)                                        

[X]    PLEASE MARK VOTES AS IN THIS EXAMPLE.                                    

                                                            YES   NO   ABSTAIN

1.     Including authority to vote for the Merger Agreement                     

2.     For the Corporate name Change                                            

3.     Increase the Company's authorized common stock to                        
200,000,000                                                       

4.     Upon any other matter which may properly come before                     
the meeting                                                       

Every properly signed proxy will be voted in accordance with the      
specifications made thereon.  IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE    
VOTED FOR EACH ITEM LISTED ABOVE.  All prior proxies are hereby revoked.  This  
proxy will also be voted in discretion of the proxies or proxy on any other     
business.  Receipt is hereby acknowledged of the Notice of Special Meeting and  
Proxy Statement.                                                                

    This proxy is revocable at any time, and the undersigned reserve the right
to attend the meeting and vote in person.  The undersigned hereby revokes any   
proxy heretofore given in respect of the shares of the Company.                 

/39/                                                                            

THE BOARD OF DIRECTORS URGES THAT YOU FILL OUT AND DATE THE PROXY AND PROXY     
CARD ATTACHED, AND RETURN THEM PROMPTLY BY MAIL IN THE ENCLOSED ENVELOPE, NO    
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.                            

NO. OF SHARES ___________________________                                       

SIGNATURE *____________________    SIGNATURE IF HELD JOINTLY*__________________ 

DATE ____________________, 2002                                                 

*NOTE:     Please sign exactly as name(s) appear on your Stock Certificate.     
When signing as attorney, executor, administrator, trustee or guardian, please  
give full title as such. If more than one name is shown, as in the case of      
joint tenancy, each party must sign.                                            

This proxy is not valid after the expiration of three (3) months from the date  
of its creation.                                                                

DATED this May 25, 2002.                                                        

This proxy is not valid after the expiration of three (3) months from the date  
of its creation.                                                                

DATED this May 25, 2002.                                                        

/40/                                                                            

TABLE  OF  EXHIBITS                                                             

EXHIBIT A:    AMENDED ARTICLES OF ATR SEARCH CORPORATION                        
EXHIBIT B:    FORM ATR SEARCH CORPORATION NEVADA BYLAWS                         
EXHIBIT C:    FORM OF AGREEMENT OF MERGER                                       
EXHIBIT D:    VOTING AGREEMENTS                                                 
EXHIBIT H     TARGET'S INTELECTUAL PROPERTY                                     
EXHIBIT I     SUITOR AUDIT                                                      
EXHIBIT J     TARGET AUDIT                                                      
EXHIBIT K     SELECTED NEVADA REVISED STATUTES                                  
EXHIBIT L     TARGET WARRANT HOLDERS                                            
EXHIBIT M     TARGET CONVERTIBLE NOTE HOLDERS                                   

/41/                                                                            

EXHIBIT A                                                                       
AMENDED ARTICLES OF ATR SEARCH CORPORATION                                      

/42/                                                                            

Certificate of Amendment to Articles of Incorporation   
-----------------------------------------------------   
For Nevada Profit Corporations    
------------------------------    
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)     
-------------------------------------------------------------     
-Remit in Duplicate -   
---------------------   

1. Name of corporation:  ATR Search Corporation. (C5191-2001)                   
    --------------------------------------

2. The articles have been amended as follows (provide article numbers, if       
available):                                                                     

ARTICLE I is amended to read as follows:  

1.     Name of Company:                                               

CareDecision Corporation  
------------------------  

3. The vote by which the stockholders holding shares in the corporation         
entitling them to exercise at least a majority of the voting power, or such     
greater portion of the voting power as may be required in the case of a vote    
by classes or series, or may be required by the provisions of the articles of   
incorporation have voted in favor of the amendment is:                          
                                                   -----------------------

4. Signatures:                                                                  

-----------------------                                                         
Michael Vogel, Director                                                         

---------------------                                                           
Robert Cox, Director                                                            

IMPORTANT:     Failure to include any of the above information and remit the    
proper fees may cause this filing to be rejected.                               

Nevada Secretary of Slate Form 78.385 PROFIT AMEND199901                        
Revised on' 07121/01                                                            

/43/                                                                            

Certificate of Amendment to Articles of Incorporation     
-----------------------------------------------------   
For Nevada Profit Corporations    
------------------------------    
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)     
-------------------------------------------------------------     
-Remit in Duplicate -   
---------------------   

1. Name of corporation:  ATR Search Corporation. (C5191-2001)                   
    --------------------------------------

2. The articles have been amended as follows (provide article numbers, if       
available):                                                                     

ARTICLE 4 is amended to read as follows:  

4. Authorized Shares:                                                 

The aggregate number of shares which the corporation shall have authority to    
------------------------------------------------------------------------------- 
issue shall consist of 200,000,000 shares of Common Stock having a $.001 par    
------------------------------------------------------------------------------- 
value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The    
------------------------------------------------------------------------------- 
Common Stock and Preferred Stock of the Company may be issued from time to time 
------------------------------------------------------------------------------- 
without prior approval by the stockholders. The Common Stock and Preferred      
------------------------------------------------------------------------------- 
Stock may be issued for such consideration as may be fixed from time to time by 
------------------------------------------------------------------------------- 
the Board of Directors. The Board of Directors may issue such share of Common   
------------------------------------------------------------------------------- 
Stock and Preferred Stock in one or more series, with such voting powers,       
------------------------------------------------------------------------------- 
designations, preferences and rights or qualifications, limitations or          
------------------------------------------------------------------------------- 
restrictions thereof as shall be stated in the resolution or resolutions.       
------------------------------------------------------------------------------- 

33. The vote by which the stockholders holding shares in the corporation        
entitling them to exercise at least a majority of the voting power, or such     
greater portion of the voting power as may be required in the case of a vote    
by classes or series, or may be required by the provisions of the articles of   
incorporation have voted in favor of the amendment is:                          
                                                   -----------------------

4. Signatures:                                                                  

-----------------------                                                         
Michael Vogel, Director                                                         

---------------------                                                           
Robert Cox, Director                                                            

IMPORTANT:     Failure to include any of the above information and remit the    
proper fees may cause this filing to be rejected.                               

Nevada Secretary of Slate Form 78.385 PROFIT AMEND199901                        
Revised on' 07121/01                                                            

/44/                                                                            

EXHIBIT B                                                                       
FORM ATR SEARCH CORPORATION NEVADA BYLAWS                                       

/45/                                                                            

BYLAWS  
OF    
ATR SEARCH CORPORATION  

ARTICLE I   
OFFICES   

 The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of Clark.  The Corporation may have such other     
offices, either within or without the State of Nevada, as the Board of          
Directors may designate or as the business of the Corporation may require from  
time to time.                                                                   

ARTICLE II  
SHAREHOLDERS  

   SECTION 1.  Annual Meeting.  The annual meeting of the shareholders shall
             -------------- be held on the 1st day in the month of March
in each year, beginning with the year 2002, at the hour of 10 o'clock a.m.,     
for the purpose of electing Directors and for the transaction of such other     
business as may come before the meeting.  If the day fixed for the annual       
meeting shall be a legal holiday, such meeting shall be held on the next        
business day.  If the election of Directors shall not be held on the day        
designated herein for any annual meeting of the shareholders, or at any         
adjournment thereof, the Board of Directors shall cause the election to be held 
at a special meeting of the shareholders as soon thereafter as soon as          
conveniently may be.                                                            

SECTION 2.  Special Meetings.  Special meetings of the shareholders, for any    
         ---------------- purpose or purposes, unless otherwise prescribed
by statute, may be called by the President or by the Board of Directors, and    
shall be called by the President at the request of the holders of not less      
than fifty percent (50%) of all the outstanding shares of the Corporation       
entitled to vote at the meeting.                                                

SECTION 3.  Place of Meeting.  The Board of Directors may designate any place,  
      ---------------- either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place of meeting for any annual  
meeting or for any special meeting.  A waiver of notice signed by all           
shareholders entitled to vote at a meeting may designate any place, either      
within or without the State of Nevada, unless otherwise prescribed by statute,  
as the place for the holding of such meeting.  If no designation is made, the   
place of the meeting will be the principal office of the Corporation.           

SECTION 4.  Notice of Meeting.  Written notice stating the place, day and hour  
           ----------------- of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall unless otherwise 
prescribed by statute, be delivered not less than ten (10) days nor more than   
sixty (60) days before the date of the meeting, to each shareholder of record   
entitled to vote at such meeting.  If mailed, such notice shall be deemed to    
be delivered when deposited in the United States mail, addressed to the         
shareholder at his/her address as it appears on the stock transfer books of     
the Corporation, with postage thereon prepaid.                                  

/46/                                                                            

SECTION 5.  Closing of Transfer Books or Fixing of Record.  For the purpose of  
 --------------------------------------------- determining
shareholders entitled to notice of or to vote at any meeting of shareholders    
or any adjournment thereof, or shareholders entitled to receive payment of any  
dividend, or in order to make a determination of shareholders for any other     
proper purpose, the Board of Directors of the Corporation may provide that the  
stock transfer books shall be closed for a stated period, but not to exceed in  
any case fifty (50) days.  If the stock transfer books shall be closed for the  
purpose of determining shareholders entitled to notice of or to vote at a       
meeting of shareholders, such books shall be closed for at least ten (10) days  
mmediately preceding such meeting.  In lieu of closing the stock transfer       
books, the Board of Directors may fix in advance a date as the record date for  
any such determination of shareholders, such date in any case to be not more    
than fifty (50) days and, in case of a meeting of shareholders, not less than   
ten (10) days prior to the date on which the particular action requiring such   
determination of shareholders is to be taken.  If the stock transfer books are  
not closed and no record date is fixed for determination of shareholders        
entitled to notice of or to vote at a meeting of shareholders, or shareholders  
entitled to receive payment of a dividend, the date on which notice of the      
meeting is mailed or the date on which the resolution of the Board of Directors 
declaring such dividend is adopted, as the case may be, shall be the record     
date for such determination of shareholders.  When a determination of           
shareholders entitled to vote at any meeting of shareholders has been made as   
provided in this section, such determination shall apply to any adjournment     
thereof.                                                                        

SECTION 6.  Voting Lists.  The officer or agent having charge of the stock      
       ------------ transfer books for shares of the Corporation shall
make a complete list of the shareholders entitled to vote at each meeting of    
shareholders or at any adjournment thereof, arranged in alphabetical order,     
with the address of and the number of shares held by each.  Such list shall     
be produced and kept open at the time and place of the meeting and shall be     
subject to the inspection of any shareholder during the whole time of the       
meeting for the purposes thereof.                                               

SECTION 7.  Quorum.  A majority of the outstanding shares of the Corporation    
         ------ entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority of   
the outstanding shares are represented at a meeting, a majority of the shares   
so represented may adjourn the meeting from time to time without further        
notice.  At such adjourned meeting at which a quorum shall be present or        
represented, any business may be transacted which might have been transacted    
at the meeting as originally noticed.  The shareholders present at a duly       
organized meeting may continue to transact business until adjournment,          
notwithstanding the withdrawal of enough shareholders to leave less than a      
quorum.                                                                         

SECTION 8.  Proxies.  At all meetings of shareholders, a shareholder may vote   
------- in person or by proxy executed in writing by the
shareholder by his/her duly authorized attorney-in-fact.  Such proxy shall be   
filed with the secretary of the Corporation before or at the time of the        
meeting.                                                                        

SECTION 9.  Voting of Shares.  Each outstanding share entitled to vote shall be 
           ---------------- entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.                                            

/47/                                                                            

SECTION 10.  Voting of Shares by Certain Holders.  Shares standing in the name  
          -----------------------------------of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such corporation may     
prescribe or, in the absence of such provision, as the Board of Directors of    
such corporation may determine.  Shares held by an administrator, executor,     
guardian or conservator may be voted by him, either in person or by proxy,      
without a transfer of such shares into his name.  Shares standing in the name   
of a trustee may be voted by him, either in person or by proxy, but no trustee  
shall be entitled to vote shares held by him without a transfer of such shares  
into his name.                                                                  
Shares standing in the name of a receiver may be voted by such        
receiver, and the shares held by or under the control of a receiver may be      
voted by such receiver without the transfer thereof into his name, if authority 
to do so be contained in an appropriate order of the court by which such        
receiver was appointed.                                                         
A shareholder whose shares are pledged shall be entitled to vote such 
shares until the shares have been transferred into the name of the pledgee, and 
thereafter the pledgee shall be entitled to vote the shares so transferred.     
  Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining 
the total number of outstanding shares at any given time.                       

SECTION 11.  Informal Action by Shareholders.  Unless otherwise provided by     
        ------------------------------- law, any action required to be
taken at a meeting of the shareholders, or any other action which may be taken  
at a meeting of the shareholders, may be taken without a meeting if a consent   
in writing, setting forth the action so taken, shall be signed by all of the    
shareholders entitled to vote with respect to the subject matter thereof.       

ARTCLE III  
BOARD OF DIRECTORS  

SECTION 1.  General Powers.  The Board of Directors shall be responsible for    
         --------------the control and management of the affairs, property
and interests of the Corporation and may exercise all powers of the Corporation 
except as are in the Certificate of Incorporation or by statute expressly       
conferred upon or reserved to the shareholders.                                 

SECTION 2.  Number, and Qualifications.  The business affairs of the            
          -------------------------- corporation shall be managed by a Board
of one (1) Director.  The number of directors of the Corporation shall be fixed 
by the Board of Directors, but in no event shall be less than one (1).  Each    
director shall hold office until the next annual meeting of shareholders and    
until his/her successor shall have been elected and qualified.                  

SECTION 3.  Regular Meetings.  A regular meeting of the Board of Directors      
           ---------------- shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of              
shareholders.  The Board of Directors may provide, by resolution, the time and  
place for the holding of additional regular meetings without notice other than  
such resolution.                                                                

SECTION 4.  Special Meetings.  Special meetings of the Board of Directors may   
           ---------------- be called by or at the request of the President or
any two directors.  The person or persons authorized to call special            

/48/                                                                            

meetings of the Board of Directors may fix the place for holding any special    
meeting of the Board of Directors called by them.                               

SECTION 5.  Notice.  Notice of any special meeting shall be given at least one  
  ------(1) day previous thereto by written notice delivered
personally or mailed to each director at his business address, or by telegram.  
If mailed, such notice shall be deemed to be delivered when deposited in the    
United States mail so addressed, with postage thereon prepaid.  If notice be    
given by telegram, such notice shall be deemed to be delivered when the notice  
be given to the telegraph company.  Any directors may waive notice of any       
meeting.  The attendance of a director at a meeting shall constitute a waiver   
of notice of such meeting, except where a director attends a meeting for the    
express purpose of objecting to the transaction of any business because the     
meeting is not lawfully called or convened.                                     

SECTION 6.  Quorum.  A majority of the number of directors fixed by Section 2   
           ------of this Article shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such     
majority is present at a meeting, a majority of the directors present may       
adjourn the meeting from time to time without further notice.                   

SECTION 7.  Telephonic Meeting.  A meeting of the Board of Directors may be had 
       ------------------by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting can  
hear each other, and the participation in a meeting under such circumstances    
shall constitute presence at the meeting.                                       

SECTION 8.  Manner of Acting.  The act of the majority of the directors present 
           ---------------- at a meeting at which a quorum is present shall be
the act of the Board of Directors.                                              

SECTION 9.  Action Without a Meeting.  Any action that may be taken by the      
        ------------------------- Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so to 
be taken, shall be signed before such action by all of the directors.           

SECTION 10.  Vacancies.  Any vacancy occurring in the Board of Directors may be 
       --------- filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors, unless 
otherwise provided by law.  A director elected to fill a vacancy shall be       
elected for the unexpired term of his/her predecessor in office.  Any           
directorship to be filled by reason of an increase in the number of directors   
may be filled by election by the Board of Directors for a term of office        
continuing only until the next election of directors by the shareholders.       

SECTION 11.  Resignation.  Any director may resign at any time by giving        
   ----------- written notice to the Board of Directors, the
President or the Secretary of the Corporation.  Unless otherwise specified in   
such written notice such resignation shall take effect upon receipt thereof by  
the Board of Directors or such officer, and the acceptance of such resignation  
shall not be necessary to make it effective.                                    

SECTION 12.  Removal.  Any director may be removed with or without cause at any 
         ------- time by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares of stock  
of the Corporation at a special meeting of the shareholders called for that     
purpose, and may be removed for cause by action of the Board.                   

/49/                                                                            

SECTION 13.  Compensation.  By resolution of the Board of Directors, each       
         ------------ director may be paid for his/her expenses, if any,
of attendance at each meeting of the Board of Directors, and may be paid a      
stated salary as director or a fixed sum for attendance at each meeting of the  
Board of Directors or both.  No such payment shall preclude any director from   
serving the Corporation in any other capacity and receiving compensation        
therefor.                                                                       

SECTION 14.  Contracts.  No contract or other transaction between this          
            --------- Corporation and any other corporation shall be impaired,
affected or invalidated, nor shall any director be liable in any way by reason  
of the fact that one or more of the directors of this Corporation is or are     
interested in, or is a director or officer, or are directors or officers of     
such other corporations, provided that such facts are disclosed or made known   
to the Board of Directors, prior to their authorizing such transaction.  Any    
director, personally and individually, may be a party to or may be interested   
in any contract or transaction of this Corporation, and no directors shall be   
liable in any way by reason of such interest, provided that the fact of such    
interest be disclosed or made known to the Board of Directors prior to their    
authorization of such contract or transaction, and provided that the Board of   
Directors shall authorize, approve or ratify such contract or transaction by    
the vote (not counting the vote of any such Director) of a majority of a        
quorum, notwithstanding the presence of any such director at the meeting at     
which such action is taken.  Such director or directors may be counted in       
determining the presence of a quorum at such meeting.  This Section shall not   
be construed to impair, invalidate or in any way affect any contract or other   
transaction which would otherwise be valid under the law (common, statutory or  
otherwise) applicable thereto.                                                  

SECTION 15.  Committees.  The Board of Directors, by resolution adopted by a    
        ---------- majority of the entire Board, may from time to time
designate from among its members an executive committee and such other          
committees, and alternate members thereof, as they may deem desirable, with     
such powers and authority (to the extent permitted by law) as may be provided   
in such resolution.  Each such committee shall serve at the pleasure of the     
Board.                                                                          

SECTION 16.  Presumption of Assent.  A director of the Corporation who is       
    --------------------- present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed    
to have assented to the action taken unless his/her dissent shall be entered    
into the minutes of the meeting or unless he/she shall file written dissent to  
such action with the person acting as the Secretary of the meeting before the   
adjournment thereof, or shall forward such dissent by registered mail to the    
Secretary of the Corporation immediately after the adjournment of the meeting.  
uch right to dissent shall not apply to a director who voted in favor of such   
action.                                                                         

ARTICLE IV  
OFFICERS  

SECTION 1.  Number.  The officers of the Corporation shall be a President, one  
           ------- or more Vice Presidents, a Secretary, and a Treasurer, each
of whom shall be elected by the Board of Directors.  Such other officers and    
assistant officers as may be deemed necessary may be elected or appointed by    
the Board                                                                       

/50/                                                                            

of Directors, including a Chairman of the Board.  In its discretion,            
the Board of Directors may leave unfilled for any such period as it may         
determine any office except those of President and Secretary.  Any two or more  
offices may be held by the same person.  Officers may be directors or           
shareholders of the Corporation.                                                

SECTION 2.  Election and Term of Office.  The officers of the Corporation to be 
           --------------------------- elected by the Board of Directors shall
be elected annually by the Board of Directors at the first meeting of the Board 
of Directors held after each annual meeting of the shareholders.  If the        
election of officers shall not be held at such meeting, such election shall be  
held as soon thereafter as conveniently may be.  Each officer shall hold office 
until his/her successor shall have been duly elected and shall have qualified,  
or until his/her death, or until he/she shall resign or shall have been removed 
in the manner hereinafter provided.                                             

SECTION 3.  Resignation.  Any officer may resign at any time by giving written  
         ----------- notice of such resignation to the Board of Directors,
or to the President or the Secretary of the Corporation.  Unless otherwise      
specified in such written notice, such resignation shall take effect upon       
receipt thereof by the Board of Directors or by such officer, and the           
acceptance of such resignation shall not be necessary to make it effective.     

SECTION 4.  Removal.  Any officer or agent may be removed by the Board of       
          ------- Directors whenever, in its judgment, the best interests of
he Corporation will be served thereby, but such removal shall be without        
prejudice to the contract rights, if any, of the person so removed.  Election   
or appointment of an officer or agent shall not of itself create contract       
rights, and such appointment shall be terminable at will.                       

SECTION 5.  Vacancies.  A vacancy in any office because of death, resignation,  
          --------- removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.                   

SECTION 6.  President.  The President shall be the principal executive officer  
      -------- of the Corporation and, subject to the control of the
Board of Directors, shall in general supervise and control all of the business  
and affairs of the Corporation.  He/she shall, when present, preside at all     
meetings of the shareholders and of the Board of Directors, unless there is a   
Chairman of the Board, in which case the Chairman will preside.  The President  
may sign, with the Secretary or any other proper officer of the Corporation     
thereunto authorized by the Board of Directors, certificates for shares of the  
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which 
the Board of Directors has authorized to be executed, except in cases where the 
signing and execution thereof shall be expressly delegated by the Board of      
Directors or by these Bylaws to some other officer or agent of the Corporation, 
or shall be required by law to be otherwise signed or executed; and in general  
shall perform all duties incident to the office of President and such other     
duties as may be prescribed by the Board of Directors from time to time.        

SECTION 7.  Vice President.  In the absence of the President or in event of his 
        -------------- /her death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so acting, shall  
have all the powers of and be subject to all the restrictions upon the          
President.  The Vice President shall perform such other duties as from time to  
time may be assigned by the President or by the Board of Directors.             

/51/                                                                            

If there is more than one Vice President, each Vice President shall succeed to  
the duties of the President in order of rank as determined by the Board of      
Directors.  If no such rank has been determined, then each Vice President shall 
succeed to the duties of the President in order of date of election, the        
earliest date having first rank.                                                

SECTION 8.  Secretary.  The Secretary shall: (a) keep the minutes of the        
     --------- proceedings of the shareholders and of the Board of
Directors in one or more minute book provided for that purpose; (b) see that    
all notices are duly given in accordance with the provisions of these Bylaws    
or as required by law; (c) be custodian of the corporate records and of the     
seal of the Corporation and see that the seal of the Corporation is affixed to  
all documents, the execution of which on behalf of the Corporation under its    
seal is duly authorized; (d) keep a register of the post office address of each 
shareholder which shall be furnished to the Secretary by such shareholder; (e)  
sign with the president certificates for shares of the Corporation, the         
issuance of which shall have been authorized by resolution of the Board of      
Directors; (f) have general charge of the stock transfer books of the           
Corporation; and (g) in general perform all duties incident to the office of    
the Secretary and such other duties as from time to time may be assigned by the 
President or by the Board of Directors.                                         

SECTION 9.  Treasurer.  The Treasurer shall: (a) have charge and custody of and 
    --------- be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable to the    
Corporation from any source whatsoever, and deposit all such moneys in the name 
of the Corporation in such banks, trust companies or other depositories as      
shall be selected in accordance with the provisions of  Article VI of these     
Bylaws; and (c) in general perform all of the duties incident to the office of  
Treasurer and such other duties as from time to time may be assigned to him by  
the President or by the Board of Directors.                                     

SECTION 10.  Salaries.  The salaries of the officers shall be fixed from time   
          -------- to time by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact that he/she is    
also a director of the corporation.                                             

SECTION 11.  Sureties and Bonds.  In case the Board of Directors shall so       
          ------------------ require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum, and with such  
surety or sureties as the Board of Directors may direct, conditioned upon the   
faithful performance of his/her duties to the Corporation, including            
responsibility for negligence for the accounting for all property, funds or     
securities of the Corporation which may come into his/her hands.                

SECTION 12.  Shares of Stock of Other Corporations.  Whenever the Corporation   
          ------------------------------------- is the holder of shares of
stock of any other corporation, any right of power of the Corporation as such   
shareholder (including the attendance, acting and voting at shareholders'       
meetings and execution of waivers, consents, proxies or other instruments) may  
be exercised on behalf of the Corporation by the President, any Vice President  
or such other person as the Board of directors may authorize.                   

/52/                                                                            

ARTICLE V                                                                       
INDEMNITY                                                                       

  The Corporation shall indemnify its directors, officers and employees as
follows:                                                                        
Every director, officer, or employee of the Corporation shall be      
indemnified by the Corporation against all expenses and liabilities, including  
counsel fees, reasonably incurred by or imposed upon him/her in connection with 
any proceeding to which he/she may be made a party, or in which he/she may      
become involved, by reason of being or having been a director, officer,         
employee or agent of the Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of the Corporation,       
partnership, joint venture, trust or enterprise, or any settlement thereof,     
whether or not he/she is a director, officer, employee or agent at the time     
such expenses are incurred, except in such cases wherein the director, officer, 
employee or agent is adjudged guilty of willful misfeasance or malfeasance in   
the performance of his/her duties; provided that in the event of a settlement   
the indemnification herein shall apply only when the Board of Directors         
approves such settlement and reimbursement as being for the best interests      
of the Corporation.                                                             
The Corporation shall provide to any person who is or was a director, 
officer, employee or agent of the Corporation or is or was serving at the       
equest of the Corporation as a director, officer, employee or agent of the      
corporation, partnership, joint venture, trust or enterprise, the indemnity     
against expenses of a suit, litigation or other proceedings which is            
specifically permissible under applicable law.                                  
The Board of Directors may, in its discretion, direct the purchase of 
liability insurance by way of implementing the provisions of this Article.      

ARTICLE VI  
CONTRACTS, LOANS, CHECKS AND DEPOSITS   

SECTION 1.  Contracts.  The Board of Directors may authorize any officer or     
          --------- officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the          
Corporation, and such authority may be general or confined to specific          
instances.                                                                      

SECTION 2.  Loans.  No loans shall be contracted on behalf of the Corporation   
          ----- and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such authority    
may be general or confined to specific instances.                               

SECTION 3.  Checks, Drafts, etc.  All checks, drafts or other orders for the    
         ------ payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or       
officers, agent or agents of the Corporation and in such manner as shall from   
time to time be determined by resolution of the Board of Directors.             

SECTION 4.  Deposits.  All funds of the Corporation not otherwise employed      
          -------- shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board   
of Directors may select.                                                        

/53/                                                                            

ARTICLE VII   
SHARES OF STOCK   

SECTION 1.  Certificates for Shares.  Certificates representing shares of the   
       ------------------------ Corporation shall be in such a form as
shall be determined by the Board of Directors.  Such certificates shall be      
signed by the President and by the Secretary or by such other officers          
authorized by law and by the Board of Directors to do so, and sealed with the   
corporate seal.  All certificates for shares shall be consecutively numbered    
or otherwise identified.  The name and address of the person to whom the shares 
represented thereby are issued, with the number of shares and date of issue,    
shall be entered on the stock transfer books of the Corporation.  All           
certificates surrendered to the Corporation for transfer shall be canceled and  
no new certificate shall be issued until the former certificate for a like      
number of shares shall have been surrendered and canceled, except that in the   
case of a lost, destroyed or mutilated certificate, a new one may be issued     
therefor upon such terms and indemnity to the Corporation as the Board of       
Directors may prescribe.                                                        

SECTION 2.  Transfer of Shares.  Transfer of shares of the Corporation shall be 
        ------------------- made only on the stock transfer books of the
Corporation by the holder of record thereof or by his/her legal representative, 
who shall furnish proper evidence of authority to transfer, or by his/her       
attorney thereunto authorized by power of attorney duly executed and filed with 
the Secretary of the Corporation, and on surrender for cancellation of the      
certificate for such shares.  The person in whose name shares stand on the      
books of the Corporation shall be deemed by the Corporation to be the owner     
thereof for all purposes.  Provided, however, that upon any action undertaken   
by the shareholders to elect S Corporation status pursuant to Section 1362 of   
the Internal Revenue Code and upon any shareholders' agreement thereto          
restricting the transfer of said shares so as to disqualify said S Corporation  
status, said restriction on transfer shall be made a part of the Bylaws so long 
as said agreement is in force and effect.                                       

ARTICLE VIII  
FISCAL YEAR   

    The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty first day of December of each year.                       

ARTICLE IX  
DIVIDENDS   

   The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms   
and conditions provided by law and its Articles of Incorporation.               

ARTICLE X   
CORPORATE SEAL  

The Board of Directors shall provide a corporate seal which shall be  
circular in form and shall have inscribed thereon the name of the Corporation   
and the state of incorporation and the words "Corporate Seal".                  

/54/                                                                            

ARTICLE XI  
WAIVER OF NOTICE  

 Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of 
these Bylaws or under the provisions of the Articles of Incorporation or under  
the provisions of the applicable Business Corporation Act, a waiver thereof in  
writing, signed by the person or persons entitled to such notice, whether       
before or after the time stated therein, shall be deemed equivalent to the      
giving of such notice.                                                          

ARTICLE XII   
AMENDMENTS  

These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the      
Board of Directors.                                                             
The above Bylaws are certified to have been adopted by the Board of   
Directors of the Corporation on March 16, 2001.                                 

               /s/ Michael Vogel
               -----------------
             Secretary

/55/                                                                            

EXHIBIT C                                                                       
FORM OF AGREEMENT OF MERGER                                                     

/56/                                                                            

FORM OF   
AGREEMENT OF MERGER   

This Agreement of Merger (the "Agreement") is entered into as of _____________, 
2002 by and among Medicius, Inc., a Nevada corporation ("Target"), and ATR      
Search Corporation, a Nevada corporation ("Suitor").                            

RECITALS    

A.     Target and Suitor have entered into a Merger Agreement dated April 30,   
2002 (the "Merger Agreement"), providing, among other things, for the execution 
and filing of this Agreement of Merger;                                         

B.     The respective Board of Directors of each of Target and Suitor deem it   
advisable and in the best interests of such corporation and its respective      
shareholders that Target be merged with and into Suitor and such Board of       
Directors have approved this Agreement and the Merger (as hereinafter defined); 

C.     The Merger Agreement has been approved by the respective shareholders of 
Target and Suitor;                                                              

D.     Target and Suitor have agreed to merge Target into Suitor according to   
the terms and conditions set forth herein.                                      

AGREEMENT     

For good and valuable consideration, the receipt of which is hereby             
acknowledged, the parties agree as follows:                                     

ARTICLE 1   

1.1    THE CONSTITUENT CORPORATIONS.                                            

(a)  Suitor:  Suitor is a Nevada corporation duly incorporated and
existing under the laws of the State of Nevada.                                 

(b)  Target:  Target is a Nevada corporation duly incorporated and
existing under the laws of the State of Nevada.                                 

1.2    MERGER AND SURVIVAL OF SUITOR AND TARGET:  Upon the satisfaction or      
waiver of all of the conditions precedent to the obligations of each of the     
parties to the Merger Agreement and upon the filing of this Agreement with      
the Secretary of State of Nevada (the "Effective Time"), Target shall be merged 
with and into Suitor in accordance with the provisions of, and with the effect  
provided in the Nevada Private Corporations General Provisions ("NGCL").  Both  
the Target and Suitor will be the surviving corporations in the Merger.         
However, following the Merger, the operations of Target will be conducted       
through CareTechnologies LLC, which is a wholly owned subsidiary of the Suitor. 

1.3    CONSIDERATION FOR THE MERGER.                                            

     (a)  On the Effective Date, Target will merge with and into the Suitor.
The separate existence of Target will continue.  Both the Suitor and Target     
will be the surviving and operating entities in the Merger and both will        
continue to be governed by the laws of the State of Nevada.  The Certificate of 
Incorporation and Bylaws of the Suitor in effect as of the Effective Date will  
not be affected by the Merge.                                                   

(b)  On the Effective Date, without any action on the part of the 
holders thereof, the capital stock of Medicius issued and outstanding           
immediately prior to the Effective Date will be converted into the right to     
receive Suitor Common Stock as follows:                                         

/57/                                                                            

       (i)  Series A Preferred Exchange Rate.  Each share of Medicius Series
A Preferred Stock will be converted into 3.50 Merger Shares (the "Series A      
Preferred Exchange Ratio") and .75 Merger Warrants.                             

       (ii)  Common Exchange Rate.  Each share of Medicius Common Stock will
be converted into 3.0 Merger Shares ("Common Exchange Ratio") and .5 Merger     
Warrants.                                                                       

(c)  After the Effective Date, all Medicius common stock purchase 
warrants that remain unexercised on the Effective Date and any Medicius         
Convertible Notes that remain unconverted or unpaid on the Effective Date will  
be exercisable for or convertible into the number of Merger Shares (the         
"Reserved Merger Shares") based on the Common Exchange Ratio, as provided in    
paragraphs (f) and (g) of this Section.                                         

  (d)  The shareholders of Medicius will not be entitled to fractional
Merger Shares as a result of the Merger, and the holders of Medicius common     
stock purchase warrants that remain unexercised on the Effective Date and any   
Medicius Convertible Notes that remain unconverted or unpaid on the Effective   
Date will not be entitled to any fractional Reserved Merger Shares upon         
exercise or conversion of those instruments.  Any fractional share of Suitor    
Common Stock that may result from the application of the exchange rates in      
Section 1.3(b) shall be rounded up or down to the nearest whole Merger Share,   
and any fractional share of Suitor Common Stock that may result from the        
application of the exchange rates in Section 1.3(c) shall be rounded up or down 
to the nearest whole Reserved Merger Share.                                     

    (e)  The Merger shall have all the other effects provided by the NGCL.

 (f)  On the Effective Date, the Suitor shall assume all outstanding
Medicius Warrants, which will thereafter become exercisable for the number of   
Reserved Merger Shares that the option holders would have received in the       
Merger at the Common Exchange Rate in exchange for the shares of Medicius       
Common Stock issuable upon exercise thereof prior to the Effective Date, on     
he same terms and conditions in effect immediately prior to the Merger.  As     
soon as practicable after the Effective Date, the Suitor shall execute and      
deliver option agreements reflecting the foregoing to holders of outstanding    
Medicius Warrants.                                                              

     (g)  Prior to the Effective Date, Medicius will use its best efforts to
encourage conversion of the Medicius Convertible Notes.  To the extent the      
Medicius Convertible Notes remain unconverted or unpaid on the Effective Date,  
(i) the indebtedness evidenced thereby shall be assumed by the Suitor, and (ii) 
they will become convertible after the Effective Date into the number of        
Reserved Merger Shares that the holders would have received in the Merger at    
the Common Exchange Rate in exchange for the shares of Medicius Common Stock    
issuable upon conversion thereof prior to the Effective Date, on the same terms 
and conditions in effect immediately prior to the Merger.                       

 (h)  NO FRACTIONAL SHARES OR OPTIONS:  Unless otherwise required by
Section 407 of the NGCL, no fractional shares of Suitor Common Stock shall be   
issued in connection with the Merger, and no certificate or scrip for any such  
fractional shares shall be issued.                                              

  (i)  NO LIABILITY:  Notwithstanding anything to the contrary in this
Section 1.3, none of the parties hereto nor any exchange agent with respect to  
the Suitor Merger Stock shall be liable to any person for any amount properly   
paid to a public official pursuant to any applicable abandoned property,        
escheat or similar law.                                                         

    (j)  ISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES:  No dividends or
other distributions with respect to Suitor Common Stock with a record date      
after the Effective Time will be paid to the holder of any unsurrendered        
certificate with respect to the shares of Target Common Stock represented       
thereby until the holder of record of such certificate shall surrender such     
certificate.  Subject to applicable law, following surrender of any such        
certificate, there shall be paid to the record holder of the certificates       
representing whole shares of Suitor Common Stock issued in exchange therefor,   
without interest at the time of such surrender, the amount of any such          
dividends or other distributions with a record                                  

/58/                                                                            

date after the Effective Time theretofore payable (but for the provisions of    
this Section 1.3(e)) with respect to such shares of Suitor Common Stock.        

1.4     EFFECT OF MERGER:  As of the Effective Time, the effect of the Merger   
shall be as provided in this Agreement, the Agreement of Merger and the         
applicable provisions of the NGCL, and each of the following shall occur:       

    (a)  The separate existence and corporate organization of Target shall
continue.  Suitor as one of the corporations surviving the Merger, shall        
possess the rights, privileges, powers and franchises, and be subject to all    
the restrictions, disabilities and duties of, the constituent corporations in   
the manner specified in the NGCL.                                               

(b)  Except as otherwise agreed by the parties, the Articles of   
Incorporation of Suitor, as in effect immediately subsequent to the Effective   
Time, shall be amended and restated to read as set forth on Exhibit A attached  
hereto.                                                                         

(c)  The By-laws of Target, as in effect immediately prior to the 
Effective Time, shall continue in effect without change or amendment.           

    (d)  Suitor shall enter into mutually acceptable employment agreements
on customary industry terms with Keith Berman, William Lyons and any other      
members of Target management designated by Mr. Berman within five days prior    
to the Closing.  The members of Target Management or their designees and any    
other members of the current staff of Target designated by Mr. Berman           
(collectively, the "Management Designees") will be entitled to receive signing  
bonuses in the form of options to purchase an aggregate of 2.5 million shares   
of Suitor Common Stock at the closing price of the Suitor Common Stock on the   
business day immediately preceding the Effective Date, vesting one-half of the  
total options granted on the day of their grant and then the remaining options  
in one-third cumulative annual installments commencing on the first anniversary 
of the Effective Date (the "Management Options").  The names of the Management  
Designees and the number of Management Options issuable to each Management      
Designee will be furnished by Mr. Berman to the Company not less than five days 
prior to the Closing.                                                           

    (e)  Suitor shall entitle Robert Cox to receive options to purchase an
aggregate of 1.5 million shares of Suitor Common Stock at the closing price of  
the Suitor Common Stock on the business day immediately preceding the Effective 
Date, vesting one-half of the total options granted on the day of their grant   
and then the remaining options in one-third cumulative annual installments      
commencing on the first anniversary of the Effective Date (the "Management      
Options").                                                                      

1.5     DISSENTING SHARES:  Notwithstanding anything to the contrary contained  
in this Agreement, any shares of capital stock of Target that, as of the        
Effective Time, are or may become "dissenting shares" under the NGCL            
("Dissenting Shares"), shall not be converted into or represent the right to    
receive Suitor Merger Stock in accordance with this Agreement, and the holder   
or holders of such shares shall be entitled only to such rights as may be       
granted to such holder or holders under the NGCL; provided, however, that if    
the status of any such shares as "dissenting shares" shall not be perfected,    
or if any such shares shall lose their status as "dissenting shares," then,     
as of the later of the Effective Time or the time of the failure to perfect     
such status or the loss of such status, such shares shall automatically be      
converted into and shall represent only the right to receive (upon the          
surrender of the certificate or certificates representing such shares) Suitor   
Common Stock in accordance with this Agreement.                                 

1.6     FURTHER ACTION:  If, at any time after the Effective Time, any further  
action is determined by Suitor to be necessary or desirable to carry out the    
purposes of this Agreement, the officers and directors of Suitor shall be fully 
authorized (in the name of Target) to take such action.                         

/59/                                                                            

1.7     MISCELLANEOUS.                                                          

     (a)  AMENDMENTS:  This Agreement cannot be amended or changed except in
writing, signed by the parties.                                                 

   (b)  COUNTERPARTS:  This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which shall 
together constitute one and the same Agreement.                                 

   (c)  CONSTRUCTION:  This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Nevada without giving effect  
to the principles of conflicts of law thereof.                                  

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

Medicius, Inc.                                  ATR Search Corporation          

-----------------------                         ---------------------           
Keith Berman, President                         Robert Cox, President           

/60/                                                                            

EXHIBIT D                                                                       
VOTING AGREEMENTS                                                               

/61/                                                                            

                                                                    EXHIBIT D1

VOTING AGREEMENT (ATR SEARCH CORPORATION SHAREHOLDERS)  

THIS VOTING AGREEMENT (this "Agreement") is made as of April 30, 2002, by and   
between Medicius, Inc. ("Target"), and                               (in each   
                           -------------------------------
of the capacities set forth on the signature page hereto, "Shareholder").       

RECITALS  

WHEREAS, as of the date hereof, Shareholder beneficially owns the number of     
shares of common stock, par value $0.001 per share ("Company Common Shares"),   
of ATR Search Corporation, a Nevada corporation (the "Company") set forth       
opposite his/her name on Schedule I attached hereto (the "Shares" and, together 
with any other shares of capital stock of the Company acquired by Shareholder   
on or after the date hereof and during the term of this Agreement, the "Subject 
Shares");                                                                       

WHEREAS, the Company and Target, a Nevada corporation have entered into a       
Merger Agreement, dated as of the date hereof (as the same may be amended or    
supplemented, the "Merger Agreement"), providing for the merger of Target with  
and into Company (the "Merger"), upon the terms and subject to the conditions   
set forth in the Merger Agreement; and                                          

WHEREAS, as a condition to its willingness to enter into the Merger Agreement,  
Target has requested that Shareholder enter into this Agreement pursuant to     
which Shareholder shall, among other things, vote in favor of adopting and      
approving the Merger Agreement and the Merger in accordance with the terms      
hereof and thereof.                                                             

AGREEMENT   

NOW, THEREFORE, for good and valuable consideration, the receipt and            
sufficiency of which is hereby acknowledged, the parties agree as follows:      

1.     Representations and Warranties of Shareholder.  Shareholder hereby       
represents and warrants to Target as follows:                                   

   (a)  Authority.  Shareholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated       
hereby.  This Agreement has been duly executed and delivered by Shareholder     
and, assuming the due authorization, execution and delivery by Target,          
constitutes a valid and binding obligation of Shareholder enforceable against   
Shareholder in accordance with its terms.                                       

     (b)  Subject Shares.  Shareholder is the record and beneficial owner of
the Shares, and at the time of the Company Shareholder Meeting (as defined in   
the Merger Agreement) will be the record and beneficial owner of the Subject    
Shares, in each case free and clear of any Liens (as defined in the Merger      
Agreement), other than such Liens that would not, individually or in the        
aggregate, prevent or impair the ability of the Shareholder to perform its      
obligations under this Agreement.  Shareholder does not own, of record or       
beneficially, any shares of capital stock of the Company other than the Shares. 
Shareholder has the sole right to vote such Shares, and none of such Shares is, 
and none of the Subject Shares will be, subject to any voting trust or other    
agreement, arrangement or restriction with respect to the voting of such Shares 
or Subject Shares, except as contemplated by this Agreement.                    

2.     Representations and Warranties of Target.  Target hereby represents and  
warrants to Shareholder that Target has all requisite corporate power and       
authority to enter into this Agreement and to consummate the transactions       
contemplated hereby.  This Agreement has been duly authorized, executed and     
delivered by Target and, assuming the due authorization, execution and delivery 
by Shareholder, constitutes a valid and binding obligation of Target            
enforceable against Target in accordance with its terms.  The execution         

/62/                                                                            

and delivery of this Agreement does not, and the consummation of the            
transactions contemplated hereby and compliance with the terms hereof will not, 
conflict with, result in any violation of, or constitute (with or without       
notice or lapse of time or both) a default under, any provisions of the         
restated Articles of Incorporation or Bylaws of Target.                         

3.     Covenants of Shareholder.  Subject to Section 6 hereof, Shareholder      
agrees as follows:                                                              

    (a)  At any meeting of Shareholders of the Company, however called, or
at any adjournment thereof or in any other circumstances upon which a vote,     
consent or other approval (including written consent) of shareholders of the    
Company is sought with respect to any of the matters described in (i) or (ii)   
below, or any actions related thereto, Shareholder shall vote (or cause to be   
voted) the Subject Shares (which number of shares may be greater or less than   
the number of shares as of the date hereof):                                    

       (i)  in favor of the Merger, the approval and adoption by the Company
of the Merger Agreement and approval of the other transactions contemplated by  
the Merger Agreement; and                                                       

       (ii)  against (A) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantially    
ll of the Company's assets, sale or issuance of securities of the Company or    
its subsidiaries, reorganization, joint venture, recapitalization, dissolution, 
liquidation or winding up of or by the Company or its subsidiaries and (B) any  
amendment of the Company's articles of incorporation or bylaws, any other       
proposal or transaction involving the Company or any of its subsidiaries or     
any action or agreement which amendment, other proposal or transaction or       
action or agreement would or could reasonably be expected to impede, frustrate, 
delay, prevent, nullify or result in a breach in any material respect of any    
covenant, representation or warranty or any other obligation or agreement of    
the Company under or with respect to, the Merger, the Merger Agreement or any   
of the transactions contemplated by the Merger Agreement or by this Agreement.  

     (b)  Shareholder shall not, except as contemplated by this Agreement or
with the prior written consent of Target grant any proxies or powers of         
attorney with respect to the Subject Shares, deposit the Subject Shares into a  
voting trust or enter into a voting agreement with respect to the Subject       
Shares.                                                                         

4.     Certain Events.  Shareholder agrees that this Agreement and the          
obligations hereunder shall attach to the Subject Shares and shall be binding   
upon any person or entity to which legal or beneficial ownership of such        
Subject Shares shall pass, whether by operation of law or otherwise,            
including Shareholder's successors.  In the event of any stock split, stock     
dividend, merger, reorganization, recapitalization or other change in the       
capital structure of the Company affecting the Company Common Shares, or the    
issuance to or acquisition by Shareholder of additional Company Common Shares   
or other voting securities of the Company (whether by purchase, conversion or   
otherwise), the number of Subject Shares shall be adjusted appropriately and    
this Agreement and the obligations hereunder shall attach to any additional     
or fewer Company Common Shares or other voting securities of the Company issued 
to or acquired by Shareholder.                                                  

5.     Assignment.  Neither this Agreement nor any of the rights, interests or  
obligations hereunder shall be assigned by Shareholder, on the one hand,        
without the prior written consent of Target nor by Target, on the other hand,   
without the prior written consent of Shareholder. Subject to the preceding      
sentence, this Agreement will be binding upon, inure to the benefit of and be   
enforceable by the parties and their respective successors and assigns.         

6.     Termination.  This Agreement shall terminate, and the provisions hereof  
shall be of no further force or effect, and no party shall have any further     
obligations or liabilities hereunder, upon the earlier of (i) the Effective     
Time (as defined in the Merger Agreement) or (ii) the termination of the Merger 
Agreement in accordance with its terms pursuant to Section 8 thereof.           

7.     General Provisions.                                                      

(a)  Amendments.  This Agreement may not be amended except by an  
instrument in writing signed by each of the parties hereto.                     

/63/                                                                            

   (b)  Notice.  All notices, requests and other communications given to
any party hereunder shall be in writing (including facsimile or similar         
writing) and shall be effective upon receipt, by Target at the address          
specified in accordance with Section 12.5 of the Merger Agreement or by         
Shareholder at its address set forth on the Company's stock ledger (or at such  
other address for a party as shall be specified by like notice).                

   (c)  Counterparts; Effectiveness; No Third Party Beneficiaries.  This
Agreement may be signed in counterparts, each of which shall be an original,    
with the same effect as if the signatures on each counterpart were upon the     
same instrument.  This Agreement shall become effective when each party hereto  
shall have received counterparts hereof signed by the other party hereto.  No   
provision of this Agreement is intended to confer upon any Person other than    
the parties hereto any rights or remedies hereunder.                            

     (d)  Governing Law.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Nevada, regardless of the laws     
that might otherwise govern under applicable principles of conflicts of law     
thereof.                                                                        

      (e)  Enforcement.  The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in 
accordance with their specific terms.  It is accordingly agreed that the        
parties shall be entitled to specific performance of the terms hereof, this     
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

   (f)  Severability.  If any provision of this Agreement or any part of
any such provision is held under any circumstances to be invalid or             
unenforceable in any jurisdiction, then (i) such provision or part thereof      
shall, with respect to such circumstances and in such jurisdiction, be deemed   
amended to conform to applicable laws so as to be valid and enforceable to the  
fullest possible extent, (ii) the invalidity or unenforceability of such        
provision or part thereof under such circumstances and in such jurisdiction     
shall not affect the validity or enforceability of such provision or part       
thereof under any other circumstances or in any other jurisdiction, and (iii)   
the invalidity or unenforceability of such provision or part thereof shall not  
affect the validity or enforceability of the remainder of such provision or the 
validity or enforceability of any other provision of this Agreement.  Each      
provision of this Agreement is separable from every other provision of this     
Agreement, and each part of each provision of this Agreement is separable from  
every other part of such provision.                                             

 (g)  Entire Agreement.  This Agreement (together with the Schedules
hereto) constitutes the entire agreement between the parties with respect to    
the subject matter hereof and supersedes all prior agreements and               
understandings, both oral and written, between the parties with respect to the  
ubject matter hereof.                                                           

(h)  Shareholder Capacity.  Shareholder enters into this Agreement
solely in Shareholder's capacity as the record and beneficial owner of the      
Shares.  If Shareholder is or becomes during the term hereof a director or      
officer of the Company, Shareholder makes no agreement or understanding in this 
Agreement in Shareholder's capacity as such director or officer.  Nothing in    
this Agreement shall limit or affect any actions taken by Shareholder in        
Shareholder's capacity as an officer or director of the Company.                

/64/                                                                            

    (i)  No Ownership Interest.  Except as expressly set forth in this
Agreement, nothing contained in this Agreement shall be deemed to vest in       
Target any direct or indirect ownership or incidence of ownership of or with    
respect to any Subject Shares.  All rights, ownership and economic benefits of  
and relating to any Subject Shares shall remain and belong to Shareholder, and  
Target shall not have any authority to exercise any power or authority to       
manage, direct, superintend, restrict, regulate, govern or administer any of    
the policies or operations of the Company or exercise any power or authority    
to direct Shareholder in the voting of any of the Subject Shares, except as     
otherwise expressly provided in this Agreement.                                 

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

SHAREHOLDER:                                     __________________________     
                                            Signature of Shareholder
                                              __________________________
                                             Print or Type Name of Shareholder

TARGET:                                                 Medicius, Inc.          

                                             By:________________________

                                             Name:______________________

                                             Title:_____________________

/65/                                                                            

SCHEDULE I  

NAME OF SHAREHOLDER                          NUMBER OF SHARES                   

-------------------                          ----------------                   

/66/                                                                            

                                                                    EXHIBIT D2

        VOTING AGREEMENT (MEDICIUS, INC. SHAREHOLDERS)

THIS VOTING AGREEMENT (this "Agreement") is made as of April 30, 2002, by and   
between ATR Search Corporation ("Suitor"), and                     (in each of  
                                 ---------------------
the capacities set forth on the signature page hereto, "Shareholder").          

RECITALS  

WHEREAS, as of the date hereof, Shareholder beneficially owns the number of     
shares of common stock, par value $0.001 per share ("Company Common Shares"),   
of Medicius, a Nevada corporation (the "Company") set forth opposite his/her    
name on Schedule I attached hereto (the "Shares" and, together with any other   
shares of capital stock of the Company acquired by Shareholder on or after the  
date hereof and during the term of this Agreement, the "Subject Shares");       

WHEREAS, the Company and Suitor, a Nevada corporation have entered into a       
Merger Agreement, dated as of the date hereof (as the same may be amended or    
supplemented, the "Merger Agreement"), providing for the merger of Company with 
and into Suitor (the "Merger"), upon the terms and subject to the conditions    
set forth in the Merger Agreement; and                                          

WHEREAS, as a condition to its willingness to enter into the Merger Agreement,  
Suitor has requested that Shareholder enter into this Agreement pursuant to     
which Shareholder shall, among other things, vote in favor of adopting and      
approving the Merger Agreement and the Merger in accordance with the terms      
hereof and thereof.                                                             

AGREEMENT   

NOW, THEREFORE, for good and valuable consideration, the receipt and            
sufficiency of which is hereby acknowledged, the parties agree as follows:      

1.     Representations and Warranties of Shareholder.  Shareholder hereby       
represents and warrants to Suitor as follows:                                   

   (a)  Authority.  Shareholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated       
hereby.  This Agreement has been duly executed and delivered by Shareholder     
and, assuming the due authorization, execution and delivery by Suitor,          
constitutes a valid and binding obligation of Shareholder enforceable against   
Shareholder in accordance with its terms.                                       

     (b)  Subject Shares.  Shareholder is the record and beneficial owner of
the Shares, and at the time of the Company Shareholder Meeting (as defined in   
the Merger Agreement) will be the record and beneficial owner of the Subject    
Shares, in each case free and clear of any Liens (as defined in the Merger      
Agreement), other than such Liens that would not, individually or in the        
aggregate, prevent or impair the ability of the Shareholder to perform its      
obligations under this Agreement.  Shareholder does not own, of record or       
beneficially, any shares of capital stock of the Company other than the Shares. 
Shareholder has the sole right to vote such Shares, and none of such Shares is, 
and none of the Subject Shares will be, subject to any voting trust or other    
agreement, arrangement or restriction with respect to the voting of such Shares 
or Subject Shares, except as contemplated by this Agreement.                    

2.     Representations and Warranties of Suitor.  Suitor hereby represents and  
warrants to Shareholder that Suitor has all requisite corporate power and       
authority to enter into this Agreement and to consummate the transactions       
contemplated hereby.  This Agreement has been duly authorized, executed and     
delivered by Suitor and, assuming the due authorization, execution and delivery 
by Shareholder, constitutes a valid and binding obligation of Suitor            
enforceable against Suitor in accordance with its terms.  The execution         
and delivery of this Agreement does not, and the consummation of the            
transactions contemplated hereby and compliance with the terms hereof will not, 
conflict with, result in any violation of, or constitute (with or               

/67/                                                                            

without notice or lapse of time or both) a default under, any provisions of     
the restated Articles of Incorporation or Bylaws of Suitor.                     

3.     Covenants of Shareholder.  Subject to Section 6 hereof, Shareholder      
agrees as follows:                                                              

    (a)  At any meeting of Shareholders of the Company, however called, or
at any adjournment thereof or in any other circumstances upon which a vote,     
consent or other approval (including written consent) of shareholders of the    
Company is sought with respect to any of the matters described in (i) or (ii)   
below, or any actions related thereto, Shareholder shall vote (or cause to be   
voted) the Subject Shares (which number of shares may be greater or less than   
the number of shares as of the date hereof):                                    

       (i)  in favor of the Merger, the approval and adoption by the Company
of the Merger Agreement and approval of the other transactions contemplated by  
the Merger Agreement; and                                                       

       (ii)  against (A) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantially    
ll of the Company's assets, sale or issuance of securities of the Company or    
its subsidiaries, reorganization, joint venture, recapitalization, dissolution, 
liquidation or winding up of or by the Company or its subsidiaries and (B) any  
amendment of the Company's articles of incorporation or bylaws, any other       
proposal or transaction involving the Company or any of its subsidiaries or     
any action or agreement which amendment, other proposal or transaction or       
action or agreement would or could reasonably be expected to impede, frustrate, 
delay, prevent, nullify or result in a breach in any material respect of any    
covenant, representation or warranty or any other obligation or agreement of    
the Company under or with respect to, the Merger, the Merger Agreement or any   
of the transactions contemplated by the Merger Agreement or by this Agreement.  

     (b)  Shareholder shall not, except as contemplated by this Agreement or
with the prior written consent of Target grant any proxies or powers of         
attorney with respect to the Subject Shares, deposit the Subject Shares into a  
voting trust or enter into a voting agreement with respect to the Subject       
Shares.                                                                         

4.     Certain Events.  Shareholder agrees that this Agreement and the          
obligations hereunder shall attach to the Subject Shares and shall be binding   
upon any person or entity to which legal or beneficial ownership of such        
Subject Shares shall pass, whether by operation of law or otherwise,            
including Shareholder's successors.  In the event of any stock split, stock     
dividend, merger, reorganization, recapitalization or other change in the       
capital structure of the Company affecting the Company Common Shares, or the    
issuance to or acquisition by Shareholder of additional Company Common Shares   
or other voting securities of the Company (whether by purchase, conversion or   
otherwise), the number of Subject Shares shall be adjusted appropriately and    
this Agreement and the obligations hereunder shall attach to any additional     
or fewer Company Common Shares or other voting securities of the Company issued 
to or acquired by Shareholder.                                                  

5.     Assignment.  Neither this Agreement nor any of the rights, interests or  
obligations hereunder shall be assigned by Shareholder, on the one hand,        
without the prior written consent of Suitor nor by Suitor, on the other hand,   
without the prior written consent of Shareholder. Subject to the preceding      
sentence, this Agreement will be binding upon, inure to the benefit of and be   
enforceable by the parties and their respective successors and assigns.         

6.     Termination.  This Agreement shall terminate, and the provisions hereof  
shall be of no further force or effect, and no party shall have any further     
obligations or liabilities hereunder, upon the earlier of (i) the Effective     
Time (as defined in the Merger Agreement) or (ii) the termination of the Merger 
Agreement in accordance with its terms pursuant to Section 8 thereof.           

7.     General Provisions.                                                      

(a)  Amendments.  This Agreement may not be amended except by an  
instrument in writing signed by each of the parties hereto.                     

   (b)  Notice.  All notices, requests and other communications given to
any party hereunder                                                             

/68/                                                                            

shall be in writing (including facsimile or similar writing) and shall be       
effective upon receipt, by Target at the address specified in accordance        
with Section 12.5 of the Merger Agreement or by Shareholder at its address      
set forth on the Company's stock ledger (or at such other address for a party   
as shall be specified by like notice).                                          

   (c)  Counterparts; Effectiveness; No Third Party Beneficiaries.  This
Agreement may be signed in counterparts, each of which shall be an original,    
with the same effect as if the signatures on each counterpart were upon the     
same instrument.  This Agreement shall become effective when each party hereto  
shall have received counterparts hereof signed by the other party hereto.  No   
provision of this Agreement is intended to confer upon any Person other than    
the parties hereto any rights or remedies hereunder.                            

     (d)  Governing Law.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Nevada, regardless of the laws     
that might otherwise govern under applicable principles of conflicts of law     
thereof.                                                                        

      (e)  Enforcement.  The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in 
accordance with their specific terms.  It is accordingly agreed that the        
parties shall be entitled to specific performance of the terms hereof, this     
being in addition to any other remedy to which they are entitled at law or in   
equity.                                                                         

   (f)  Severability.  If any provision of this Agreement or any part of
any such provision is held under any circumstances to be invalid or             
unenforceable in any jurisdiction, then (i) such provision or part thereof      
shall, with respect to such circumstances and in such jurisdiction, be deemed   
amended to conform to applicable laws so as to be valid and enforceable to the  
fullest possible extent, (ii) the invalidity or unenforceability of such        
provision or part thereof under such circumstances and in such jurisdiction     
shall not affect the validity or enforceability of such provision or part       
thereof under any other circumstances or in any other jurisdiction, and (iii)   
the invalidity or unenforceability of such provision or part thereof shall not  
affect the validity or enforceability of the remainder of such provision or the 
validity or enforceability of any other provision of this Agreement.  Each      
provision of this Agreement is separable from every other provision of this     
Agreement, and each part of each provision of this Agreement is separable from  
every other part of such provision.                                             

 (g)  Entire Agreement.  This Agreement (together with the Schedules
hereto) constitutes the entire agreement between the parties with respect to    
the subject matter hereof and supersedes all prior agreements and               
understandings, both oral and written, between the parties with respect to the  
ubject matter hereof.                                                           

(h)  Shareholder Capacity.  Shareholder enters into this Agreement
solely in Shareholder's capacity as the record and beneficial owner of the      
Shares.  If Shareholder is or becomes during the term hereof a director or      
officer of the Company, Shareholder makes no agreement or understanding in this 
Agreement in Shareholder's capacity as such director or officer.  Nothing in    
this Agreement shall limit or affect any actions taken by Shareholder in        
Shareholder's capacity as an officer or director of the Company.                

/69/                                                                            

    (i)  No Ownership Interest.  Except as expressly set forth in this
Agreement, nothing contained in this Agreement shall be deemed to vest in       
Target any direct or indirect ownership or incidence of ownership of or with    
respect to any Subject Shares.  All rights, ownership and economic benefits of  
and relating to any Subject Shares shall remain and belong to Shareholder, and  
Target shall not have any authority to exercise any power or authority to       
manage, direct, superintend, restrict, regulate, govern or administer any of    
the policies or operations of the Company or exercise any power or authority    
to direct Shareholder in the voting of any of the Subject Shares, except as     
otherwise expressly provided in this Agreement.                                 

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

SHAREHOLDER:                                     __________________________     
                                            Signature of Shareholder
                                              __________________________
                                             Print or Type Name of Shareholder

Suitor:                                              ATR Search Corporation     

                                             By:________________________

                                             Name:______________________

                                             Title:_____________________

/70/                                                                            

SCHEDULE I  

NAME OF SHAREHOLDER                          NUMBER OF SHARES                   

-------------------                          ----------------                   

/71/                                                                            

EXHIBIT H                                                                       
TARGET'S INTELECTUAL PROPERTY                                                   

/72/                                                                            

INTELECTUAL PROPERTY  

a)  All accounts, contract rights, chattel paper, documents, instruments and
general intangibles (including, but not limited to, all of Medicius,
   Inc.'s now existing and hereafter arising tax and duty refunds, all now
owned and hereafter acquired franchises, licenses, permits, patents,
    patent applications, trademarks, tradestyles, tradenames and copyrights,
 all rights thereunder and registrations thereof, and all of Medicius,
    Inc.'s now existing and hereafter arising interests in real and personal
property) relating directly or indirectly to "MD@" technologies,    
    including Medicius, Inc.'s interest in the goods represented thereby and
    all returned, reclaimed, and repossessed goods with respect thereto; all
 of Medicius, Inc.'s rights as an unpaid vendor (including stoppage in
transit, replevin and reclamation), all additional amounts due to   
     Medicius, Inc. from any account of Medicius, Inc. irrespective of whether
    such additional amounts have been specifically assigned; all guaranties,
  mortgages on real and personal property, leases, letters of credit and
 other agreements or property securing or relating to any of the items
 referred to above, and all monies, deposits, securities, instruments,
credits and other property now or hereafter held;                   

b)  All inventory, including raw materials, work-in-progress, finished and  
    semi-finished inventory relating to Medicius, Inc.'s "MD@" technologies,
    and all names and marks affixed or to be affixed thereto for purposes of
  selling same for the seller, manufacturer or licensor thereof, and all
right, title and interest of Medicius, Inc. therein and thereto;    

c)  All machinery, equipment, furniture, fixtures, and all accessories,     
    fittings and parts relating to the manufacture of Medicius, Inc.'s "MD@"
technologies;                                                       

d)  All of Medicius, Inc.'s books and records relating to all of the        
foregoing; and                                                      

e)  Any and all products and proceeds of Medicius, Inc.'s "MD@" technologies
in any form, whether from the voluntary or involuntary disposition  
    thereof, including without limitation accounts, contract rights, general
     intangibles, chattel paper, documents, instruments, inventory, equipment,
     fixtures, all insurance proceeds and all claims by Medicius, Inc. against
   third parties for damage to or loss or destruction of any or all of the
foregoing.                                                          

/73/                                                                            

EXHIBIT I                                                                       
SUITOR 10KSB AUDIT                                                              

/74/                                                                            

TABLE OF CONTENTS                                                               

                                                    PAGE

INDEPENDENT AUDITOR'S REPORT                                     F-1            

CONSOLIDATED BALANCE SHEET                                       F-2            

CONSOLIDATED STATEMENT OF OPERATIONS                             F-3            

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        F-4            

CONSOLIDATED STATEMENT OF CASH FLOWS                             F-5            

NOTES TO FINANCIAL STATEMENTS                                 F-6 to F-11       

/75/                                                                            

G. BRAD BECKSTEAD                                                               
Certified Public Accountant                                                     
                               330 E. Warm Springs
                               Las Vegas, NV 89119
                                      702.257.1984
                                 702.362.0540(fax)

INDEPENDENT AUDITOR'S REPORT                

April 15, 2002                                                                  

Board of Directors                                                              
ATR Search Corporation                                                          
Las Vegas, NV                                                                   

I  have  audited  the Consolidated Balance Sheet  of  ATR  Search               
Corporation  and  its subsidiary (the "Company")  (A  Development               
Stage  Company),  as  of  December  31,  2001,  and  the  related               
Consolidated Statements of Operations, Stockholders' Equity,  and               
Cash  Flows  for the period March 2, 2001 (Date of Inception)  to               
December   31,   2001.   These  financial  statements   are   the               
responsibility of the Company's management.  My responsibility is               
to  express an opinion on these financial statements based on  my               
audit.                                                                          

I  conducted  my  audit  in  accordance with  generally  accepted               
auditing  standards.  Those standards require  that  I  plan  and               
perform  the  audit to obtain reasonable assurance about  whether               
the  financial statements are free of material misstatement.   An               
audit  includes  examining, on a test basis, evidence  supporting               
the   amounts   and   disclosures  in  the  financial   statement               
presentation.   An audit also includes assessing  the  accounting               
principles used and significant estimates made by management,  as               
well  as evaluating the overall financial statement presentation.               
I  believe  that  my  audit provides a reasonable  basis  for  my               
opinion.                                                                        

In my opinion, the financial statements referred to above present               
fairly, in all material respects, the consolidated balance  sheet               
of  ATR  Search  Corporation and its subsidiary,  (A  Development               
Stage  Company),  as  of  December  31,  2001,  and  its  related               
consolidated statements of operations, equity and cash flows  for               
the  period  March 2, 2001 (Date of Inception)  to  December  31,               
2001,   in   conformity   with  generally   accepted   accounting               
principles.                                                                     

The accompanying financial statements have been prepared assuming               
the  Company  will continue as a going concern.  As discussed  in               
Note  2  to the financial statements, the Company has had limited               
operations  and have not commenced planned principal  operations.               
This raises substantial doubt about its ability to continue as  a               
going concern.  Management's plan in regard to these matters  are               
also  described  in  Note  2.  The financial  statements  do  not               
include  any  adjustments that might result from the  outcome  of               
this uncertainty.                                                               

/s/  G. Brad Beckstead                                                          

F-1               

/76/                                                                            

ATR Search Corporation      
(a Development Stage Company)     
Consolidated Balance Sheet      

Assets                                              December 31,  
                                                  2001
                                                  ------------
Current assets:                                                   
Cash and equivalents                              $     25,693
Accounts receivable                                    168,650
Other current assets                                    30,766
                                                  ------------
   Total current assets                                225,109
                                                  ------------

Fixed assets, net                                         11,362  

Acquired technology, net                               1,275,000  
                                                  ------------

                                                  $  1,511,471
                                                  ============

Liabilities and Stockholders' Equity                              

Current liabilities:                                              
Accrued interest                                        86,250
Accrued interest - related party                         2,696
Short-term note payable                                 50,000
Current portion of capital lease obligation            120,000
                                                  ------------
   Total current liabilities                           258,946

Capital lease obligation, net of current portion       1,030,000  
                                                  ------------

                                                     1,288,946
                                                  ------------

Stockholders' Equity                                              

Common stock, $0.001 par value, 100,000,000                   
shares authorized, 19,180,000 shares issued               
  and outstanding as of 12/31/01                        19,180
Additional paid-in capital                             692,095
 (Defict) accumulated during development stage         (488,750)
                                                  ------------
                                                       222,525
                                                  ------------
                                                  $  1,511,471
                                                  ============

The accompanying notes are an integral part of these financial statements.      

F-2     

/77/                                                                            

ATR Search Corporation      
(a Development Stage Company)     
Consolidated Statement of Operations      

                                               March 2, 2001
                                               (date of inception)
                                               to December 31,
                                              2001
                                              --------------

Revenue                                               $      940,621        
                                              --------------
Cost of services:                                                           
Subcontractors                                             338,508      
Consultants                                                207,619      
Other costs                                                 36,016      
                                              --------------
Total costs of services                                  582,143    
                                              --------------

Gross profit                                                 358,478        
                                              --------------

Expenses:                                                                   
General and administrative                                 366,709      
Consulting fees                                            151,250      
Amortization and depreciation                              225,607      
Organizational costs                                        12,250      
                                              --------------
Total expenses                                           755,816    
                                              --------------

Net operating (loss)                                        (397,338)       

Other (expenses):                                                           
Interest expense                                           (88,716)     
Interest expense - related party                            (2,696)     
                                              --------------

Net (loss)                                            $     (488,750)       
                                              ==============

Weighted average number of common shares                                    
outstanding - basic and fully diluted                   19,180,000      
                                              ==============

Net (loss) per share - basic and fully diluted        $           (0)       
                                              ==============

The accompanying notes are an integral part of these financial statements.      

F-3               

/78/                                                                            

ATR Search Corporation    
(a Development Stage Company)   
Consolidated Statement of Changes in Stockholders' Equity   

                                 (Deficit)
                                 Accumulated
               Common Stock     Additional    During       Total
                                      Paid-in   Development  Stockholders'
              Shares   Amount    Capital      Stage       Equity
               -------- --------  ---------  -----------  ----------

Founders shares                                                                 
issued for cash   12,625,000 $ 12,625  $  51,900  $         -  $   64,525     

Shares issued                                                                   
for licensed                                                                  
technology         3,500,000    3,500    346,500                  350,000     

Shares issued                                                                   
for consulting       350,000      350     25,900                   26,250     

Shares issued                                                                   
for services         650,000      650     64,350                   65,000     

Shares issued for                                                               
cash pursuant to                                                              
Rule 504 offering  1,340,000    1,340    132,660                  134,000     

Shares issued for                                                               
conversion of debt   115,000      115     11,385                   11,500     

Shares issued                                                                   
for consulting       600,000      600     59,400                   60,000     

Net (loss),                                                                     
March 2, 2001                                                                 
(inception) to                                                                
December 31, 2001                                    (488,750)   (488,750)    
               -------- --------  ---------  -----------  ----------

Balance,                                                                        
December 31, 2001 19,180,000 $ 19,180  $ 692,095  $  (488,750) $  222,525     

The accompanying notes are an integral part of these financial statements.      

F-4               

/79/                                                                            

ATR Search Corporation                
(a Development Stage Company)               
Consolidated Statement of Cash Flows                

                                               March 2, 2001
                                               (date of inception)
                                               to December 31,
                                              2001
                                              --------------
Cash flows from operating activities                                            
Net (loss)                                              $     (488,750)         
Shares issued to acquire technology                            350,000          
Shares issued for services                                     151,250          
Amortization and depreciation                                  225,607          
Adjustments to reconcile net income to cash                                     
provided by operations:                                                       
(Increase) in accounts receivable                          (168,650)      
(Increase) in other current assets                          (30,766)      
Increase in accrued interest                                 86,250       
Increase in accrued interest - related party                  2,696       
                                              --------------
Net cash provided by operating activities                      127,637          
                                              --------------
Cash flows from investing activities                                            
Short-term note payable                                      50,000       
Long-term debt                                            1,150,000       
Purchased fixed assets                                      (11,969)      
Acquired technology                                      (1,500,000)      
                                              --------------
Net cash (used) by investing activities                       (311,969)         
                                              --------------
Cash flows from financing activities                                            
Issuance of common stock                                    210,025       
                                              --------------
Net cash provided by financing activities                      210,025          
                                              --------------

Net increase in cash                                            25,693          
Cash - beginning                                                     -          
                                              --------------
Cash - ending                                           $       25,693          
                                              --------------
Supplemental disclosures:                                                       
Interest paid                                        $          329       
                                              ==============
Income taxes paid                                    $            -       
                                              ==============
Non-cash transactions:                                                          
Number of shares issued to acquire technology           3,500,000     
                                              ==============
Number of shares issued for services                    1,600,000     
                                              ==============

The accompanying notes are an integral part of these financial statements.      

F-5               

/80/                                                                            

ATR Search Corporation                
Notes               

Note 1 - Significant accounting policies and procedures                         

Organization                                                                    
------------                                                                    
The Company was organized March 2, 2001 (Date of Inception) under               
the  laws of the State of Nevada, as ATR Search Corporation.  The               
Company  has  a limited history of operations, and in  accordance               
with  SFAS  #7,  the  Company is considered a  development  stage               
company.                                                                        

As  of March 14, 2001, the Company had a wholly owned subsidiary,               
ATR Search, LLC.                                                                

Estimates                                                                       
---------                                                                       
The  preparation  of  financial  statements  in  conformity  with               
generally  accepted accounting principles requires management  to               
make  estimates and assumptions that affect the reported  amounts               
of assets and liabilities and disclosure of contingent assets and               
liabilities  at  the  date of the financial  statements  and  the               
reported  amounts  of revenue and expenses during  the  reporting               
period.  Actual results could differ from those estimates.                      

Cash and cash equivalents                                                       
-------------------------                                                       
The  Company  maintains a cash balance in a  non-interest-bearing               
account  that currently does not exceed federally insured limits.               
For  the  purpose  of the statements of cash  flows,  all  highly               
liquid  investments with an original maturity of three months  or               
less are considered to be cash equivalents.                                     

Fixed Assets                                                                    
-------------                                                                   
The  cost  of  fixed  assets is depreciated  over  the  following               
estimated  useful  life of the asset utilizing the  straight-line               
method of depreciation:                                                         

Furniture and fixtures     5 years    
Leasehold improvements     7 years    

Revenue recognition                                                             
-------------------                                                             
The Company recognizes revenue on an accrual basis as it invoices               
for services.                                                                   

Reporting on the costs of start-up activities                                   
---------------------------------------------                                   
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of               
Start-Up  Activities," which provides guidance on  the  financial               
reporting  of  start-up costs and organizational costs,  requires               
most costs of start-up activities and organizational costs to  be               
expensed  as  incurred.  SOP 98-5 is effective for  fiscal  years               
beginning after December 15, 1998.  With the adoption of SOP  98-               
5,  there has been little or no effect on the Company's financial               
statements.                                                                     

Earnings per share                                                              
------------------                                                              
The  Company follows Statement of Financial Accounting  Standards               
No.  128. "Earnings Per Share"  ("SFAS No. 128").  Basic earnings               
per  common share ("EPS") calculations are determined by dividing               
net  income  (loss) by the weighted average number of  shares  of               
common  stock outstanding during the year.  Diluted  earning  per               
common  share                                                                   

/81/                                                                            

calculations are determined by dividing net  income (loss) by the               
weighted average number  of  common  shares  and dilutive  common               
share equivalents outstanding.  During  periods when common stock               
equivalents, if any, are anti-dilutive they are not considered in               
the computation.                                                                

Advertising Costs                                                               
------------------                                                              
The Company expenses all costs of advertising as incurred.  There               
were  no  advertising  costs included  in  selling,  general  and               
administrative  expenses  during the period  ended  December  31,               
2001.                                                                           

Fair value of financial instruments                                             
-----------------------------------                                             
Fair  value  estimates discussed herein are  based  upon  certain               
market   assumptions  and  pertinent  information  available   to               
management  as  of  December 31, 2001.  The  respective  carrying               
value   of   certain   on-balance-sheet   financial   instruments               
approximated  their  fair  values.  These  financial  instruments               
include  cash and accounts payable. Fair values were  assumed  to               
approximate  carrying values for cash and payables  because  they               
are  short  term in nature and their carrying amounts approximate               
fair values or they are payable on demand.                                      

Software Licenses                                                               
-----------------                                                               
The Company capitalizes the costs associated with the purchase of               
licenses for major business process application software used  in               
providing   staffing   and/or   placement   services.    Acquired               
technology costs are amortized over sixty months.                               

Impairment of long lived assets                                                 
-------------------------------                                                 
Long-lived assets are reviewed for impairment whenever events  or               
changes in circumstances indicate that the carrying amount of the               
assets  might not be recoverable. The Company does not perform  a               
periodic  assessment of assets for impairment in the  absence  of               
such information or indicators. Conditions that would necessitate               
an  impairment  assessment include a significant decline  in  the               
observable market value of an asset, a significant change in  the               
extent  or  manner  in which an asset is used, or  a  significant               
adverse change that would indicate that the carrying amount of an               
asset  or  group  of  assets is not recoverable.  For  long-lived               
assets to be held and used, the Company measures fair value based               
on  quoted  market  prices  or based on discounted  estimates  of               
future  cash  flows.  Long-lived assets to  be  disposed  of  are               
carried  at  fair value less costs to sell.  No such  impairments               
have been identified by management at September 30, 2001.                       

Segment reporting                                                               
-----------------                                                               
The  Company follows Statement of Financial Accounting  Standards               
No. 130, "Disclosures About Segments of an Enterprise and Related               
Information". The Company operates as a single segment  and  will               
evaluate additional segment disclosure requirements as it expands               
its operations.                                                                 

/82/                                                                            

Dividends                                                                       
---------                                                                       
The  Company has not yet adopted any policy regarding payment  of               
dividends.   No  dividends  have  been  paid  or  declared  since               
inception.                                                                      

Income taxes                                                                    
------------                                                                    
The  Company  follows Statement of Financial Accounting  Standard               
No.  109,  "Accounting  for Income Taxes" ("SFAS  No.  109")  for               
recording  the provision for income taxes.  Deferred  tax  assets               
and  liabilities  are computed based upon the difference  between               
the  financial  statement  and income tax  basis  of  assets  and               
liabilities  using the enacted marginal tax rate applicable  when               
the  related  asset or liability is expected to  be  realized  or               
settled.   Deferred income tax expenses or benefits are based  on               
the  changes in the asset or liability each period.  If available               
evidence  suggests  that it is more likely  than  not  that  some               
portion or all of the deferred tax assets will not be realized, a               
valuation allowance is required to reduce the deferred tax assets               
to  the  amount  that  is more likely than not  to  be  realized.               
Future  changes in such valuation allowance are included  in  the               
provision for deferred income taxes in the period of change.                    

Deferred  income  taxes  may  arise  from  temporary  differences               
resulting  from income and expense items reported  for  financial               
accounting and tax purposes in different periods.  Deferred taxes               
are  classified  as  current  or non-current,  depending  on  the               
classification  of assets and liabilities to which  they  relate.               
Deferred  taxes arising from temporary differences that  are  not               
related to an asset or liability are classified as current or non-              
current   depending  on  the  periods  in  which  the   temporary               
differences are expected to reverse.                                            

F-7               

/83/                                                                            

ATR Search Corporation                
Notes               

Recent pronouncements                                                           
---------------------                                                           
The  FASB  recently  issued Statement No.  137,  "Accounting  for               
Derivative   Instruments   and  Hedging  Activities-Deferral   of               
Effective Date of FASB Statement No. 133".  The Statement  defers               
for  one  year  the  effective date of FASB  Statement  No.  133,               
"Accounting  for Derivative Instruments and Hedging  Activities".               
The  rule  now  will apply to all fiscal quarters of  all  fiscal               
years  beginning  after June 15, 2000.  In June  1998,  the  FASB               
issued  SFAS No. 133, "Accounting for Derivative Instruments  and               
Hedging  Activities."  The Statement will require the company  to               
recognize  all  derivatives on the balance sheet at  fair  value.               
Derivatives  that are not hedges must be adjusted to  fair  value               
through  income, if the derivative is a hedge, depending  on  the               
nature  of  the  hedge, changes in the fair value of  derivatives               
will  either  be offset against the change in fair value  of  the               
hedged  assets, liabilities, or firm commitments through earnings               
or recognized in other comprehensive income until the hedged item               
is  recognized  in  earnings.   The  ineffective  portion  of   a               
derivative's change in fair value will be immediately  recognized               
in earnings.  The company does not expect SFAS No. 133 to have  a               
material impact on earnings and financial position.                             

In December 1999, the Securities and Exchange Commission released               
Staff  Accounting  Bulletin  No.  101,  Revenue  Recognition   in               
Financial  Statements (SAB No. 101), which provides  guidance  on               
the  recognition,  presentation  and  disclosure  of  revenue  in               
financial  statements.  SAB No. 101 did not impact the  company's               
revenue recognition policies.                                                   

Stock-Based Compensation                                                        
------------------------                                                        
The  Company  accounts  for stock-based awards  to  employees  in               
accordance  with  Accounting Principles  Board  Opinion  No.  25,               
"Accounting   for   Stock  Issued  to  Employees"   and   related               
interpretations  and has adopted the disclosure-only  alternative               
of  FAS  No.  123,  "Accounting  for  Stock-Based  Compensation."               
Options  granted to consultants, independent representatives  and               
other non-employees are accounted for using the fair value method               
as prescribed by FAS No. 123.                                                   

Year end                                                                        
--------                                                                        
The Company has adopted December 31 as its fiscal year end.                     

Note 2 - Going concern                                                          

The accompanying financial statements have been prepared assuming               
that  the  Company  will  continue  as  a  going  concern,  which               
contemplates the recoverability of assets and the satisfaction of               
liabilities in the normal course of business. As noted above, the               
Company is in the development stage and, accordingly, has not yet               
generated  a  proven history of operations. Since its  inception,               
the   Company   has  been  engaged  substantially  in   financing               
activities and developing its product line, incurring substantial               
costs and expenses. As a result, the Company incurred accumulated               
net  losses  from  March 2, 2001 (inception) through  the  period               
ended December 31, 2001 of $(488,750). In addition, the Company's               

/84/                                                                            

development  activities  since inception  have  been  financially               
sustained by capital contributions.                                             

The  ability  of  the Company to continue as a going  concern  is               
dependent upon its ability to raise additional capital  from  the               
sale  of  common  stock  and,  ultimately,  the  achievement   of               
significant   operating   results.  The  accompanying   financial               
statements do not include any adjustments that might be  required               
should  the Company be unable to recover the value of its  assets               
or satisfy its liabilities.                                                     

Note 3 - Fixed assets                                                           

The Company acquired the following assets during the period ended               
December 31, 2001:                                                              

  Furniture & fixtures          $  1,969
  Leasehold improvements          10,000
                                --------
                                $ 11,969
                                ========

Depreciation expense totaled $607 for the period ended December                 
31, 2001.                                                                       

F-8               

/85/                                                                            

ATR Search Corporation                
Notes               

Note 4 - Intellectual Property, Patents, and Other Intangibles                  

On  March  28,  2001,  the Company acquired  the  rights  to  use               
technology  known  as  "human  resource  compiler  based   search               
recognition software and hardware" from Sarcor Management, SA,  a               
British  Virgin  Islands corporation, in  exchange  for  a  lease               
agreement  and the issuance of 3,500,000 common shares  of  stock               
valued at $350,000.                                                             

Amortization  expense  totaled  $225,000  for  the  period  ended               
December 31, 2001.                                                              

The Company relies on trademark, unfair competition and copyright               
law,   trade   secret   protection   and   contracts   such    as               
confidentiality  and  license  agreements  with  its   employees,               
customers, partners and others to protect its proprietary rights.               
Despite precautions, it may be possible for competitors to obtain               
and/or use the proprietary information without authorization,  or               
to   develop   technologies  similar   to   the   Company's   and               
independently  create  a  similarly  functioning  infrastructure.               
Furthermore,  the protection of proprietary rights  in  Internet-               
related industries is uncertain and still evolving.  The laws  of               
some  foreign countries do not protect proprietary rights to  the               
same extent as do the laws of the United States.  Protecting  the               
Company's  proprietary rights in the United States or abroad  may               
not be adequate.                                                                

Note 5 - Stockholder's equity                                                   

The  Company was originally authorized to issue 20,000,000 shares               
of its $0.001 par value common stock.  Effective May 7, 2001, the               
Company  amended  its  articles of incorporation  increasing  its               
authorized  shares  to 100,000,000 shares  of  $0.001  par  value               
common stock.                                                                   

All  references  to  shares issued and  outstanding  reflect  the               
increase of authorization of 100,000,000 issuable shares effected               
May 7, 2001.                                                                    

The  Company  issued 12,625,000 shares of its  $0.001  par  value               
common stock to its founders for cash of $64,525.                               

The  Company  issued  3,500,000 shares of its  $0.001  par  value               
common  stock  at  $0.10 per share to Sarcor  Management,  SA,  a               
British Virgin Island corporation, as a $350,000 down payment  on               
a technology licensing agreement.                                               

The  Company issued 350,000 shares of its $0.001 par value common               
stock  to  Corporate Regulatory Services for consulting  services               
valued at $26,250.                                                              

The  Company issued 150,000 shares of its $0.001 par value common               
stock  to  Mary  Lou  Cox, mother of Robert  Cox,  the  Company's               
president, for consulting services valued at $15,000.                           

/86/                                                                            

The  Company issued 500,000 shares of its $0.001 par value common               
stock to James De Luca, an independent consultant, for consulting               
services valued at $50,000.                                                     

The  Company  issued  1,340,000 shares of its  $0.001  par  value               
common stock at $0.10 per share for cash of $134,000.  The shares               
were  sold pursuant to a Regulation D, Rule 505 of the Securities               
and Exchange Commission offering.                                               

The  Company issued 115,000 shares of its $0.001 par value common               
stock to extinguish promissory notes totaling $11,500.                          

The  Company issued 600,000 shares of its $0.001 par value common               
stock to Quarg, Inc. for consulting services valued at $60,000.                 

There have been no other issuances of common stock.                             

F-9               

/87/                                                                            

ATR Search Corporation                
Notes               
Note 6 - Income taxes                                                           

The  Company  accounts  for  income  taxes  under  Statement   of               
Financial  Accounting Standards No. 109, "Accounting  for  Income               
Taxes"   ("SFAS  No. 109"), which requires use of  the  liability               
method.    SFAS  No.  109 provides that deferred tax  assets  and               
liabilities are recorded based on the differences between the tax               
bases  of  assets and liabilities and their carrying amounts  for               
financial   reporting   purposes,  referred   to   as   temporary               
differences.  Deferred tax assets and liabilities at the  end  of               
each  period are determined using the currently enacted tax rates               
applied  to  taxable income in the periods in which the  deferred               
tax  assets  and  liabilities  are  expected  to  be  settled  or               
realized.                                                                       

The  provision for income taxes differs from the amount  computed               
by  applying  the  statutory federal income tax  rate  to  income               
before  provision for income taxes.  The sources and tax  effects               
of  the differences are based on a 34% US federal statutory rate.               
As  of December 31, 2001, the Company has a net operating loss of               
approximately $(488,750).  The related tax asset of approximately               
$112,829 has been fully reserved and, if not used, will expire in               
2021.   A  valuation adjustment has been made in  the  event  the               
asset is not realizable.                                                        

Note 7 - Capital lease and rent obligations                                     

10%  capital lease payable to Sarcor Management, SA with  monthly               
interest-only                                                                   
payments  beginning  in  April 2001 of  $5,000,  increasing  to             
$10,000 in April 2002,                                                          
$15,000 in April 2003, and $19,100 thereafter, secured by                       
software licensing rights, due March 2011.                $1,150,000            

Less current portion                                       ( 120,000)           
                                              ----------
Total long-term debt                                      $1,030,000            
                                              ==========
Summary of Future Minimum Lease Payments:                                       
Fiscal Year                              Amount           
2001                               $  15,000      
2002                                 150,000      
2003                                 180,000      
2004                                 229,200      
2005                                 229,200      
Thereafter                            1,173,000         
                             ---------
Total lease payments over               
the contractual period      $1,976,400
Less:  Interest                (476,400)
                             ---------
Original cost                 1,500,000 
                             =========

Interest  expense for the capital lease totaled $57,500  for  the               
period  ended December 31, 2001.                                                

/88/                                                                            

Of which none has been paid  as of December 31, 2001.                           

On  April  1, 2001, the Company entered into a sublease agreement               
to  rent  office space for a period of four years at  a  rate  of               
$2,502  per month.  Rent expense totaled $23,133 at December  31,               
2001.                                                                           

Note 8 - Short term note payable                                                

On  May  5,  2001,  the Company executed a promissory  note  with               
Robert  Cox,  the  president of the Company,  in  the  amount  of               
$50,000,  which  is due in 2 years.  Interest  in  accrued  on  a               
quarterly basis at an interest rate of 8% per annum.  On  May  5,               
2003,  the unpaid balance of principal and accrued interest  will               
convert  into  common  stock  at a ratio  of  one  share  of  the               
Company's  $0.001  par value common stock for  each  $5.   As  of               
December 31, 2001, interest expense totaled $3,025 of which  $329               
has been paid.                                                                  

F-10                

/89/                                                                            

ATR Search Corporation                
Notes               

Note 9 - Related party transactions                                             

On  May  5,  2001,  the Company executed a promissory  note  with               
Robert  Cox,  the  president of the Company,  in  the  amount  of               
$50,000.  (See Note 8 above.)                                                   

On  May 24, 2001, the Company issued 150,000 shares of its $0.001               
par value common stock to Mary Lou Cox, mother of Robert Cox, the               
Company's president, for consulting services valued at $15,000.                 

Note 10 - Warrants and options                                                  

As  of  December  31,  2001, there were no  warrants  or  options               
outstanding to acquire any additional shares of common stock.                   

Note 11 - Subsequent events                                                     

On  February 17, 2002, the Company executed a business consulting               
agreement  with MLSA whereby the Company issued 1,350,000  shares               
of  its  $0.001  par  value common stock to  Mark  Lancaster  for               
consulting services valued at $162,000.  The consulting  services               
are  to  be  rendered over a period of 90 days with an  automatic               
three-month renewal provision.                                                  

On February 26, 2002, the Company executed a consulting agreement               
with Qurag, Inc. whereby the Company issued 475,000 shares of its               
$0.001  par value common stock to Chaim Drizin, a shareholder  of               
the  Company,  for consulting services valued  at  $30,875.   The               
consulting services are to be rendered over a period of  90  days               
with an automatic three-month renewal provision.                                

On  March  1,  2002, the Company executed a consulting  agreement               
with  Corporate Regulatory Services, LLC (CRS), a shareholder  of               
the  Company,  whereby the Company issued 250,000 shares  of  its               
$0.001  par  value  common stock to CRS, for consulting  services               
valued  at  $16,250.  The consulting services are to be  rendered               
over a period of approximately 1 year.                                          

As of March 7, 2002, the Company issued 62,500 warrants to CRS, a               
shareholder of the Company, to purchase the Company's $0.001  par               
value  common stock on a one-for-one basis.  The warrant exercise               
price  is  $0.10 per share of common stock and substantially  all               
warrants will expire on or before March 7, 2007.                                

On  March  27, 2002, the Company executed a consulting  agreement               
with  Promark, Inc. whereby the Company issued 500,000 shares  of               
its  $0.001  par value common stock to Ken Lowman for  consulting               
services  valued at $50,000.  The consulting services are  to  be               
rendered  over a period of 90 days with an automatic  three-month               
renewal provision.                                                              

F-11                

/90/                                                                            

EXHIBIT J                                                                       
TARGET AUDIT                                                                    

/91/                                                                            

Medicius, Inc.            
(A Development Stage Company)             

Balance Sheets              
as of               
December 31, 2001             
and               
2000                

and               

Statements of Income,             
Stockholders' Equity, and             
Cash Flows                
for the years ended                 
December 31, 2001, 2000,                
and               
July 6, 2000 (Inception)                
To December 31, 2001                

/92/                                                                            

TABLE OF CONTENTS         

                                                    PAGE

Independent Auditor's Report                                      1             

Balance Sheet                                                     2             

Income Statement                                                  3             

Statement of Stockholders' Equity                                 4             

Statement of Cash Flows                                           5             

Footnotes                                                         6             

/93/                                                                            

G. BRAD BECKSTEAD                                                               
Certified Public Accountant                                                     
                               330 E. Warm Springs
                               Las Vegas, NV 89119
                                      702.257.1984
                                 702.362.0540(fax)

INDEPENDENT AUDITOR'S REPORT                

Board of Directors                                                              
Medicius, Inc.                                                                  
Las Vegas, NV                                                                   

I  have   audited  the   Balance   Sheet   of   Medicius,   Inc.                
(the "Company")  (A Development Stage Company),  as  of  December               
31, 2001, and  the related Consolidated Statements of Operations,               
Stockholders'  Equity,  and  Cash  Flows  for the period July  6,               
2000 (Date of Inception) to December 31, 2001.   These  financial               
statements  are   the responsibility of the Company's management.               
My  responsibility  is  to  express an opinion on these financial               
statements based on  my audit.                                                  

I  conducted  my  audit  in  accordance with  generally  accepted               
auditing  standards.  Those standards require  that  I  plan  and               
perform  the  audit to obtain reasonable assurance about  whether               
the  financial statements are free of material misstatement.   An               
audit  includes  examining, on a test basis, evidence  supporting               
the   amounts   and   disclosures  in  the  financial   statement               
presentation.   An audit also includes assessing  the  accounting               
principles used and significant estimates made by management,  as               
well  as evaluating the overall financial statement presentation.               
I  believe  that  my  audit provides a reasonable  basis  for  my               
opinion.                                                                        

In my opinion, the financial statements referred to above present               
fairly,  in all  material respects,  the  financial  position  of               
Medicius, Inc.,  (A Development Stage Company) as of December 31,               
2001 and 2000, and the results of its operations  and  cash flows               
for the years then ended and for the period July 6, 2000 (Date of               
Inception)  to  December 31, 2001 in  conformity  with  generally               
Accepted accounting principles.                                                 

The accompanying financial statements have been prepared assuming               
the  Company  will continue as a going concern.  As discussed  in               
Note  5  to the financial statements, the Company has had limited               
operations  and have not commenced planned principal  operations.               
This raises substantial doubt about its ability to continue as  a               
going  concern.  The  financial  statements  do  not include  any               
adjustments   that  might   result  from  the   outcome  of  this               
uncertainty.                                                                    

/s/  G. Brad Beckstead                                                          
January 8, 2001                                                                 

/94/                                                                            

Medicius Inc.     
(a Development Stage Company)     
Balance Sheet     

 Assets                                              December 31,  December 31
                                                     2001         2000
                                                     ------------  -----------
Current assets:                                                             
Cash                                              $          4     4,978
                                                     ------------  -----------

Intellectual Property, net                             910,000          
Technology license, net                                 56,000         -
                                                     ------------  -----------
                                                       966,004     4,978
                                                     ============  ===========

Liabilities and Stockholders' Equity                              

Current liabilities:                                              
      Note Payable - related party                       60,000          -
                                                     ------------  -----------
      Total current liabilities                          60,000          -
                                                     ------------  -----------

Stockholders' Equity                                              

Preferred stock, $0.001 par value, 20,000,000                 
shares authorized, 750,000 shares issued                  
        and outstanding                                     750          -
Common Stock, $0.001 par value, 55,000,000                    
shares authorized, 6,750,000 shares issued                
        and outstanding                                   6,750      6,000
      Additional paid-in capital                      1,307,695      8,695
       (Defict) accumulated during development stage    (409,191)    (9,717)
                                                     ------------  -----------
                                                        906,004      4,978
                                                     ------------  -----------
                                                   $    966,004  $   4,978
                                                     ============  ===========

The accompanying notes are an integral part of these financial statements.      

F-2     

/95/                                                                            

Medicius, Inc.
(a Development Stage Company) 
Statement of Operations   

                                            July 6, 2000      July 6, 2000
                             Year ended     (inception) to    (inception) to
                            December 31,    December 31,      December 31,
                            2001             2000               2001
                            -------------   --------------   ---------------

Revenue                                  -    $           -    $            -   
                            -------------   --------------   ---------------
Expenses:                                                                       
Consulting Fees                   325,000               -            325,000
Amortization                       69,000               -             69,000
General administrative expenses     5,474            9,717            15,191
                            -------------   --------------   ---------------

  Total expenses                  399,474            9,717           409,191
                            -------------   --------------   ---------------

Net (loss)                    $    (399,474)  $       (9,717)  $      (409,191) 
                            =============   ==============   ===============

Weighted average number of                                                      
common shares outstanding        6,750,000        6,000,000         6,750,000 
                            =============   ==============   ===============

Net (loss) per share          $       (0.06)  $        (0.00)  $         (0.06) 
                            =============   ==============   ===============

The accompanying notes are an integral part of these financial statements.    

F-3               

/96/                                                                            

    Medicius, Inc.
   (a Development Stage Company)
  Statement of Changes in Stockholder's Equity

                                           (Deficit)
                                                   Accumulated   Total
          Common Stock  Preferred Stock  Additional  During       Stock-
           -------------  ---------------  Paid-in     Development  holders'
        Shares  Amount  Shares  Amount   Capital     Stage        Equity

           -------------------------------------------------------------------

August                                                                          
2000                                                                            
Shares                                                                        
Issued                                                                        
for Cash  6,000,000 $6,000          $        $  8,695   $       -     $ 14,695

Net (loss)                                                                      
July 6,                                                                       
2000                                                                          
(inception)                                                                   
to December                                                                   
31, 2000                                                  (9,717)      (9,717)
          --------------------------------------------------------------------
Balance,                                                                        
12/31/00  6,000,000 $ 6,000       -        -    8,695     (9,717)       4,978 
          --------------------------------------------------------------------

Shares                                                                          
issued                                                                          
for                                                                           
services    500,000     500                                               500 

Shares                                                                          
Issued to                                                                       
Acquire                                                                         
Intellectual                                                                    
Property                     750,000     750   974,250                 975,000  

Share                                                                           
Issued                                                                          
For                                                                             
Consulting  250,000      250                   324,750                 325,000  

Net (loss)                                                                      
Year ended                                                                      
12/31/01                                                 (399,474)    (399,474) 

Balance,                                                                        
December,                                                                     
2001      6,750,000 $ 6,750 750,000 $   750 $1,307,695 $(409,191) $   906,004 
           =================================================================

The accompanying notes are an integral part of these financial statements.    

F-4               

/97/                                                                            

Medicius, Inc.              
(a Development Stage Company)               
STATEMENT OF CASH FLOWS               

                                                      July          July
                                        Year         6, 2000       6, 2000
                                          ended      (Inception)   (Inception)
                                      December       December     December
                                      31, 2001      31, 2000      31, 2001
                                      ----------    ----------    ----------

Cash flows from operating activities                                            
Net (loss)                              $ (399,474)   $   (9,717)   $ (409,191) 
Amortization                                69,000             -        69,000  
Shares issued for consulting fees          325,000                     325,000  
                                        ----------     ----------    ---------
Net cash (used) by operating  activities    (5,474)       (9,717)      (15,191) 
                                        ----------    ----------    ----------

Cash flows from investing activities                                            
 Technology License                       (60,000)            -       (60,000)
                                        ----------    ----------    ----------
Net cash (used) by investing activities    (60,000)            -       (60,000) 
                                        ----------    ----------    ----------

Cash flows from financing activities                                            
Note payable - related party              60,000             -        60,000
Issuance of common stock                     500        14,695        15,195
                                      ----------    ----------    ----------
Net cash provided by financing activities      500        14,695        75,195  
                                      ----------    ----------    ----------

Net increase in cash                        (4,974)        4,978             4  
Cash - beginning                             4,978             -             -  
                                      ----------    ----------    ----------
Cash - ending                           $        4    $    4,978    $        4  
                                      ==========    ==========    ==========

Supplemental disclosures:                                                       
Interest paid                         $        -    $        -    $        -
                                      ==========    ==========    ==========
Income taxes paid                     $        -    $        -    $        -
                                      ==========    ==========    ==========

Non-cash transactions:                                                          
Shares issued to acquire                                                    
Intellectual property                    750,000    $        -       750,000
                                      ==========    ==========    ==========
Shares issued for services                 500,000             -       500,000  
                                      ==========    ==========    ==========
Shares issued for consulting fees          250,000             -       250,000  
                                      ==========    ==========    ==========

The accompanying notes are an integral part of these financial statements.      

F-5               

/98/                                                                            

Medicius, Inc.            
(A Development Stage Company)           
Notes           

                                                         6
Note 1 - History and organization of the company                                

The  Company was organized July 6, 2000 (Date of Inception) under the           
laws  of  the  State  of  Nevada. The Company  was  originally  named           
"ProMedicius,  Inc."  During August 2001, the Company  filed  amended           
articles of incorporation with the State of Nevada to change its name           
to "Medicius, Inc.".                                                            

The  Company  has no operations and in accordance with SFAS  #7,  the           
Company is considered a development stage company.                              

Note 2 - Summary of significant accounting policies                             

Estimates                                                                       
---------                                                                       
The  preparation of financial statements in conformity with generally           
accepted  accounting principles requires management to make estimates           
and  assumptions  that  affect the reported  amounts  of  assets  and           
liabilities  and disclosure of contingent assets and  liabilities  at           
the  date  of  the financial statements and the reported  amounts  of           
revenue  and  expenses during the reporting period.   Actual  results           
could differ from those estimates.                                              

Cash and cash equivalents                                                       
-------------------------                                                       
The  Company  maintains  a  cash balance  in  a  non-interest-bearing           
account that currently does not exceed federally insured limits.  For           
the  purpose  of  the  statements of cash flows,  all  highly  liquid           
investments  with an original maturity of three months  or  less  are           
considered to be cash equivalents.                                              

Revenue recognition                                                             
-------------------                                                             
The Company recognizes revenue on an accrual basis as it invoices for           
services.                                                                       

Reporting on the costs of start-up activities                                   
Statement  of  Position 98-5 (SOP 98-5), "Reporting on the  Costs  of           
Start-Up  Activities,"  which  provides  guidance  on  the  financial           
reporting  of start-up costs and organizational costs, requires  most           
costs  of start-up activities and organizational costs to be expensed           
as  incurred.  SOP 98-5 is effective for fiscal years beginning after           
December  15,  1998.  With the adoption of SOP 98-5, there  has  been           
little or no effect on the Company's financial statements.                      

Loss per share                                                                  
--------------                                                                  
Net  loss  per  share  is provided in accordance  with  Statement  of           
Financial  Accounting  Standards No. 128 (SFAS  #128)  "Earnings  Per           
Share".   Basic  loss  per  share  is  computed  by  dividing  losses           
available  to common stockholders by the weighted average  number  of           
common  shares  outstanding during the period.  The  Company  had  no           
dilutive  common stock equivalents, such as stock options or warrants           
as of December 31, 2001 or 2000.                                                

/99/                                                                            

Advertising Costs                                                               
-----------------                                                               
The  Company  expenses all costs of advertising as  incurred.   There           
were   no   advertising  costs  included  in  selling,  general   and           
administrative expenses as of December 31, 2001 or 2000.                        

Fair value of financial instruments                                             
-----------------------------------                                             
Fair  value estimates discussed herein are based upon certain  market           
assumptions and pertinent information available to management  as  of           
December 31, 2001 and 2000.  The respective carrying value of certain           
on-balance-sheet  financial  instruments  approximated   their   fair           
values.   These  financial  instruments  include  cash  and  accounts           
payable. Fair values were assumed to approximate carrying values  for           
cash  and  payables because they are short term in nature  and  their           
carrying  amounts  approximate fair values or  they  are  payable  on           
demand.                                                                         

Impairment of long lived assets                                                 
-------------------------------                                                 
Long  lived  assets  held and used by the Company  are  reviewed  for           
possible  impairment  whenever events or circumstances  indicate  the           
carrying  amount of an asset may not be recoverable or  is  impaired.           
No  such  impairments have been identified by management at  December           
31, 2001 and 2000.                                                              

Segment reporting                                                               
-----------------                                                               
The  Company follows Statement of Financial Accounting Standards  No.           
130,  "Disclosures  About  Segments  of  an  Enterprise  and  Related           
Information".  The  Company operates as a  single  segment  and  will           
evaluate additional segment disclosure requirements as it expands its           
operations.                                                                     

Dividends                                                                       
---------                                                                       
The  Company  has  not  yet adopted any policy regarding  payment  of           
dividends.  No dividends have been paid or declared since inception.            

Recent pronouncements                                                           
---------------------                                                           
The   FASB  recently  issued  Statement  No.  137,  "Accounting   for           
Derivative  Instruments and Hedging Activities-Deferral of  Effective           
Date  of FASB Statement No. 133".  The Statement defers for one  year           
the  effective  date  of  FASB Statement  No.  133,  "Accounting  for           
Derivative  Instruments and Hedging Activities".  The rule  now  will           
apply to all fiscal quarters of all fiscal years beginning after June           
15,  2000.   In June 1998, the FASB issued SFAS No. 133,  "Accounting           
for  Derivative Instruments and Hedging Activities."   The  Statement           
will  require the company to recognize all derivatives on the balance           
sheet  at  fair  value.   Derivatives that are  not  hedges  must  be           
adjusted to fair value through income, if the derivative is a  hedge,           
depending  on the nature of the hedge, changes in the fair  value  of           
derivatives will either be offset against the change in fair value of           
the  hedged assets, liabilities, or firm commitments through earnings           
or  recognized in other comprehensive income until the hedged item is           
recognized  in  earnings.  The ineffective portion of a  derivative's           
change in fair value will be immediately recognized in earnings.  The           
company  does  not expect SFAS No. 133 to have a material  impact  on           
earning s and financial position.                                               

/100/                                                                           

In  December  1999,  the Securities and Exchange Commission  released           
Staff  Accounting Bulletin No. 101, Revenue Recognition in  Financial           
Statements (SAB No. 101), which provides guidance on the recognition,           
presentation and disclosure of revenue in financial statements.   SAB           
No. 101 did not impact the company's revenue recognition policies.              

Note 3 - Income taxes                                                           

The  Company  accounts for income taxes under Statement of  Financial           
Accounting  Standards No. 109, "Accounting for Income Taxes"   ("SFAS           
No.  109"),  which requires use of the liability method.    SFAS  No.           
109  provides  that deferred tax assets and liabilities are  recorded           
based  on  the  differences  between the  tax  bases  of  assets  and           
liabilities  and  their  carrying  amounts  for  financial  reporting           
purposes, referred to as temporary differences.  Deferred tax  assets           
and  liabilities at the end of each period are determined  using  the           
currently enacted tax rates applied to taxable income in the  periods           
in  which the deferred tax assets and liabilities are expected to  be           
settled or realized.                                                            

The  provision for income taxes differs from the amount  computed  by           
applying  the  statutory federal income tax  rate  to  income  before           
provision  for  income taxes.  The sources and  tax  effects  of  the           
differences  are  based on a 34% US federal statutory  rate.   As  of           
December  31,  2001,  the  Company  has  a  net  operating  loss   of           
approximately  $(410,000).  The related tax  asset  of  approximately           
$140,000  has  been fully reserved and, if not used, will  expire  in           
2019 and 2020.  A valuation adjustment has been made in the event the           
asset is not realizable.                                                        

Note 4 - Intellectual Property, Patents, and Other Intangibles                  

On  June  27,  2001, the Company acquired Intellectual Property  from           
CareDecision.net,   Inc.  ("CareDecision"),  a   subsidiary   of   IT           
Health.net,  Inc.   Pursuant  to  the  agreement,  the  Company  paid           
CareDecision.net, Inc. the sum of $975,000 with 750,000 shares of the           
Company's  $.001 par value Preferred Series A stock valued  at  $1.30           
per share.                                                                      

On   June   28,  2001,  the  Company  acquired  Licensed  Information           
Technology from CareDecision.net, Inc. ("CareDecision"), a subsidiary           
of  IT Health.net, Inc.  Pursuant to the agreement, the Company is to           
pay  CareDecision  cash of $60,000 plus "End-User"  transaction  fees           
ranging from 6%-11% with a minimum monthly fee of $2,500 for a period           
of 36 months.                                                                   

Amortization expense totaled $69,000 for the year ended December  31,           
2001.                                                                           

The  Company  relies on trademark, unfair competition  and  copyright           
law,  trade  secret protection and contracts such as  confidentiality           
and  license  agreements with its employees, customers, partners  and           
others  to  protect its proprietary rights.  Despite precautions,  it           
may  be possible for competitors to obtain and/or use the proprietary           
information without authorization, or to develop technologies similar           
to  the  Company's  and independently create a similarly  functioning           
infrastructure.  Furthermore, the                                               

101/                                                                            

protection of proprietary rights in  Internet-related  industries  is           
uncertain and  still  evolving.  The laws  of some foreign  countries           
do not protect proprietary rights  to the  same extent as do the laws           
of the United States.  Protecting the Company's proprietary rights in           
the United States or abroad  may  not be adequate.                              

Note 4 - Stockholders' Equity                                                   

The  Company is authorized to issue 55,000,000 shares of  its  $0.001           
par  value common stock and 20,000,000 shares of its $0.001 par value           
preferred stock.                                                                

The  Company  issued 6,000,000 shares of its $0.001 par value  common           
stock  for  cash  in the amount of $6,000.  Of the total,  $6,000  is           
considered common stock and there is no additional paid-in capital.             

The Company received $8,695 of cash as donated capital.                         

The  Company  issued 500,000 shares of its $0.001  par  value  common           
stock for services rendered valued at $500.                                     

The  Company issued 750,000 shares of its $0.001 par value  Preferred           
Series A stock to CareDecision.net, Inc. valued at $1.30 per share as           
consideration for licensed technology valued at $975,000.                       

The  Company  issued 250,000 shares of its $0.001  par  value  common           
stock as "equity kickers" to bridge lenders of CareDecision.net, Inc.           
at $1.30 per share booked as consulting fees valued at $325,000.                

There have been no other issuances of common or preferred stock.                

Note 5 - Going concern                                                          

The  accompanying  financial statements have been  prepared  assuming           
that  the Company will continue as a going concern which contemplates           
the  recoverability of assets and the satisfaction of liabilities  in           
the  normal course of business. As noted above, the Company is in the           
development  stage and, accordingly, has not yet generated  a  proven           
history  of  operations. Since its inception, the  Company  has  been           
engaged  substantially  in financing activities  and  developing  its           
product  line, incurring substantial costs and expenses. As a result,           
the  Company  incurred  accumulated  net losses  from  July  6,  2000           
(inception) through December 31, 2001 of $(409,191). In addition, the           
Company's   development   activities  since   inception   have   been           
financially sustained by capital contributions.                                 

The  ability  of  the  Company to continue  as  a  going  concern  is           
dependent upon its ability to raise additional capital from the  sale           
of  common  stock  and,  ultimately, the achievement  of  significant           
operating  results.  The  accompanying financial  statements  do  not           
include any adjustments that might be required should the Company  be           
unable to recover the value of its assets or satisfy its liabilities.           

/102/                                                                           

Note 6 - Commitments                                                            

Pursuant  to a Technology Licensing Agreement ("Licensing Agreement")           
signed  June  28, 2001, the Company is to pay CareDecision.net,  Inc.           
cash of $60,000 upon signing of the licensing agreement, plus an "End-          
User"  transaction charge ranging from 6%-11% with a minimum  monthly           
fee  of  $2,500  for  a  period of 36 months.  Future  minimum  lease           
commitments are as follows:                                                     

2002   $   30,000             
2003       30,000             
2004       30,000             
----------      
Total   $  90,000             

Note 7 - Related party transactions                                             

The  president  of the company is also president of CareDecision.net,           
Inc.                                                                            

The  officers  and  directors of the Company are  involved  in  other           
business activities and may, in the future, become involved in  other           
business  opportunities.  If a specific business opportunity  becomes           
available, such persons may face a conflict in selecting between  the           
Company  and  their other business interests.  The  Company  has  not           
formulated a policy for the resolution of such conflicts.                       

Note 8 - Warrants and options                                                   

On  July  29,  2001,  the Company issued 375,000 warrants  to  bridge           
lenders of CareDecision.net, Inc.  The warrants are redeemable on a 1-          
for-1  basis  into  shares of the Company's $0.001 par  value  common           
stock  at $0.20 per share for a period of 2 years.  The warrants  are           
considered to be non-dilutive at December 31, 2001.                             

/103/                                                                           

EXHIBIT K                                                                       
SELECTED NEVADA REVISED STATUTES                                                

/104/                                                                           

EXHIBIT K   

   NEVADA REVISED STATUTES CHAPTER 92A - MERGERS, CONVERSIONS, EXCHANGES AND
DOMESTICATIONS RIGHTS OF DISSENTING OWNERS NRS 92A.300 DEFINITIONS.  As used in 
NRS 92A.300 to 92A.500, inclusive, unless the context otherwise requires, the   
words and terms defined in NRS 92A.305 to 92A.335, inclusive, have the meanings 
ascribed to them in those sections.  (Added to NRS by 1995, 2086).              

 NRS 92A.305 "BENEFICIAL STOCKHOLDER" DEFINED.  "Beneficial stockholder"
means a person who is a beneficial owner of shares held in a voting trust or by 
a nominee as the stockholder of record. (Added to NRS by 1995, 2087).           

NRS 92A.310 "CORPORATE ACTION" DEFINED.  "Corporate action" means the 
action of a domestic corporation.  (Added to NRS by 1995, 2087).                

  NRS 92A.315 "DISSENTER" DEFINED.  "Dissenter" means a stockholder who is
entitled to dissent from a domestic corporation's action under NRS 92A.380 and  
ho exercises that right when and in the manner required by NRS 92A.400 to       
92A.480, inclusive. (Added to NRS by 1995, 2087; A 1999, 1631).                 

NRS 92A.320 "FAIR VALUE" DEFINED.  "Fair value," with respect to a    
dissenter's shares, means the value of the shares immediately before the        
effectuation of the corporate action to which he objects, excluding any         
appreciation or depreciation in anticipation of the corporate action unless     
exclusion would be inequitable. (Added to NRS by 1995, 2087).                   

  NRS 92A.325 "STOCKHOLDER" DEFINED.  "Stockholder" means a stockholder of
record or a beneficial stockholder of a domestic corporation. (Added to NRS by  
1995, 2087).                                                                    

NRS 92A.330 "STOCKHOLDER OF RECORD" DEFINED.  "Stockholder of record" 
means the person in whose name shares are registered in the records of a        
domestic corporation or the beneficial owner of shares to the extent of the     
rights granted by a nominee's certificate on file with the domestic             
corporation. (Added to NRS by 1995, 2087).                                      

 NRS 92A.335 "SUBJECT CORPORATION" DEFINED.  "Subject Corporation" means
the domestic corporation which is the issuer of the shares held by a dissenter  
before the corporate action creating the dissenter's rights becomes effective   
or the surviving or acquiring entity of that issuer after the corporate action  
becomes effective. (Added to NRS by 1995, 2087).                                

NRS 92A.340 COMPUTATION OF INTEREST.  Interest payable pursuant to NRS
92A.300 to 92A.500, inclusive, must be computed from the effective date of      
the action until the date of payment, at the average rate currently paid by     
the entity on its principal bank loans or, if it has no bank loans, at a rate   
that is fair and equitable under all of the circumstances. (Added to NRS by     
1995, 2087).                                                                    

   NRS 92A.350 RIGHTS OF DISSENTING PARTNER OF DOMESTIC LIMITED PARTNERSHIP.
A partnership agreement of a domestic limited partnership or, unless otherwise  
provided in the partnership agreement, an agreement of merger or exchange, may  
provide that contractual rights with respect to the partnership interest of a   
dissenting general or limited partner of a domestic limited partnership are     
available for any class or group of partnership interests in connection with    
any merger or exchange in which the domestic limited partnership is a           
constituent entity. (Added to NRS by 1995, 2088).                               

NRS 92A.360 RIGHTS OF DISSENTING MEMBER OF DOMESTIC LIMITED-LIABILITY 
COMPANY.  The articles of organization or operating agreement of a domestic     
limited-liability company or, unless otherwise provided in the articles of      
organization or operating agreement, an agreement of merger or exchange, may    
provide that contractual rights with respect to the interest of a dissenting    
member are available in connection with any merger or exchange in which the     
domestic limited-liability company is a constituent entity. (Added to NRS by    
1995, 2088).                                                                    

/105/                                                                           

    NRS 92A.370 RIGHTS OF DISSENTING MEMBER OF DOMESTIC NONPROFIT CORPORATION.
1. Except as otherwise provided in subsection 2, and unless otherwise provided  
in the articles or bylaws, any member of any constituent domestic nonprofit     
corporation who voted against the merger may, without prior notice, but within  
30 days after the effective date of the merger, resign from membership and is   
thereby excused from all contractual obligations to the constituent or          
surviving corporations which did not occur before his resignation and is        
thereby entitled to those rights, if any, which would have existed if there     
had been no merger and the membership had been terminated or the member had     
been expelled.  2. Unless otherwise provided in its articles of incorporation   
or bylaws, no member of a domestic nonprofit corporation, including, but not    
limited to, a cooperative corporation, which supplies services described in     
CHAPTER 704 OF NRS to its members only, and no person who is a member of a      
domestic nonprofit corporation as a condition of or by reason of the ownership  
of an interest in real property, may resign and dissent pursuant to subsection  
1. (Added to NRS by 1995, 2088).                                                

    NRS 92A.380 RIGHT OF STOCKHOLDER TO DISSENT FROM CERTAIN CORPORATE ACTIONS
AND TO OBTAIN PAYMENT FOR SHARES.  1.  Except as otherwise provided in NRS      
92A.370 and 92A.390, a stockholder is entitled to dissent from, and obtain      
payment of the fair value of his shares in the event of any of the following    
corporate actions: (a) Consummation of a plan of merger to which the domestic   
corporation is a constituent entity: (1) If approval by the stockholders is     
required for the merger by NRS 92A.120 to 92A.160, inclusive, or the articles   
of incorporation, regardless of whether the stockholder is entitled to vote on  
the plan of merger; or (2) If the domestic corporation is a subsidiary and is   
merged with its parent pursuant to NRS 92A.180. (b) Consummation of a plan of   
exchange to which the domestic corporation is a constituent entity as the       
corporation whose subject owner's interests will be acquired, if his shares     
are to be acquired in the plan of exchange. (c) Any corporate action taken      
pursuant to a vote of the stockholders to the event that the articles of        
incorporation, bylaws or a resolution of the board of directors provides that   
voting or nonvoting stockholders are entitled to dissent and obtain payment for 
their shares.  2.  A stockholder who is entitled to dissent and obtain payment  
pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate  
action creating his entitlement unless the action is unlawful or fraudulent     
with respect to him or the domestic corporation. (Added to NRS by 1995, 2087;   
A 2001, 1414, 3199).                                                            

NRS 92A.390 LIMITATIONS ON RIGHT OF DISSENT: STOCKHOLDERS OF CERTAIN  
CLASSES OR SERIES; ACTION OF STOCKHOLDERS NOT REQUIRED FOR PLAN OF MERGER.      
1.  There is no right of dissent with respect to a plan of merger or exchange   
in favor of stockholders of any class or series which, at the record date fixed 
to determine the stockholders entitled to receive notice of and to vote at the  
meeting at which the plan of merger or exchange is to be acted on, were either  
listed on a national securities exchange, included in the national market       
ystem by the National Association of Securities Dealers, Inc., or held by at    
east 2,000 stockholders of record, unless: (a) The articles of incorporation    
of the corporation issuing the shares provide otherwise; or (b) The holders of  
the class or series are required under the plan of merger or exchange to accept 
for the shares anything except: (1) Cash, owner's interests or owner's          
interests and cash in lieu of fractional owner's interests of: (I) The          
surviving or acquiring entity; or (II) Any other entity which, at the effective 
date of the plan of merger or exchange, were either listed on a national        
securities exchange, included in the national market system by the National     
Association of Securities Dealers, Inc., or held of record by a least 2,000     
holders of owner's interests of record; or (2) A combination of cash and        
owner's interests of the kind described in sub-subparagraphs (I) and (II) of    
subparagraph (1) of paragraph (b). 2. There is no right of dissent for any      
holders of stock of the surviving domestic corporation if the plan of merger    
does not require action of the stockholders of the surviving domestic           
corporation under NRS 92A.130. (Added to NRS by 1995, 2088).                    

    NRS 92A.400 LIMITATIONS ON RIGHT OF DISSENT: ASSERTION AS TO PORTIONS ONLY
TO SHARES REGISTERED TO STOCKHOLDER; ASSERTION BY BENEFICIAL STOCKHOLDER.       
1. A stockholder of record may assert dissenter's rights as to fewer than all   
of the shares registered in his name only if he dissents with respect to all    
shares beneficially owned by any one person and notifies the subject            
corporation in writing of the name and address of each person on whose behalf   
he asserts dissenter's rights.  The rights of a partial dissenter under this    
subsection are determined as if the shares as to which he dissents and his      
other shares were registered in the names of different stockholders.            

/106/                                                                           

2.  A beneficial stockholder may assert dissenter's rights as to shares held on 
his behalf only if:  E-2 (a) He submits to the subject corporation the written  
consent of the stockholder of record to the dissent not later than the time the 
beneficial stockholder asserts dissenter's rights; and (b) He does so with      
respect to all shares of which he is the beneficial stockholder or over which   
he has power to direct the vote. (Added to NRS by 1995, 2089).                  

NRS 92A.410 NOTIFICATION OF STOCKHOLDERS REGARDING RIGHT OF DISSENT.  
1. If a proposed corporate action creating dissenters' rights is submitted to   
a vote at a stockholders' meeting, the notice of the meeting must state that    
stockholders are or may be entitled to assert dissenters' rights under NRS      
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.  
2.  If the corporate action creating dissenters' rights is taken by written     
consent of the stockholders or without a vote of the stockholders, the domestic 
corporation shall notify in writing all stockholders entitled to assert         
dissenters' rights that the action was taken and send them the dissenter's      
notice described in NRS 92A.430. (Added to NRS by 1995, 2089; A 1997, 730).     

NRS 92A.420 PREREQUISITES TO DEMAND FOR PAYMENT FOR SHARES. 1. If a   
proposed corporate action creating dissenters' rights is submitted to a vote at 
a stockholders' meeting, a stockholder who wishes to assert dissenter's rights: 
(a) Must deliver to the subject corporation, before the vote is taken, written  
notice of his intent to demand payment for his shares if the proposed action is 
effectuated; and (b) Must not vote his shares in favor of the proposed action.  
2.  A stockholder who does not satisfy the requirements of subsection 1 and     
NRS 92A.400 is not entitled to payment for his shares under this chapter.       
(Added to NRS by 1995, 2089; 1999, 1631).                                       

NRS 92A.430 DISSENTER'S NOTICE: DELIVERY TO STOCKHOLDERS ENTITLED TO  
ASSERT RIGHTS; CONTENTS.  1.  If a proposed corporate action creating           
dissenters' rights is authorized at a stockholders' meeting, the subject        
corporation shall deliver a written dissenter's notice to all stockholders who  
satisfied the requirements to assert those rights.  2.  The dissenter's notice  
must be sent no later than 10 days after the effectuation of the corporate      
action, and must: (a) State where the demand for payment must be sent and where 
and when certificates, if any, for shares must be deposited; (b) Inform the     
holders of shares not represented by certificates to what extent the transfer   
of the shares will be restricted after the demand for payment is received;      
(c) Supply a form for demanding payment that includes the date of the first     
announcement to the news media or to the stockholders of the terms of the       
proposed action and requires that the person asserting dissenter's rights       
certify whether or not he acquired beneficial ownership of the shares before    
that date; (d) Set a date by which the subject corporation must receive the     
demand for payment, which may not be less than 30 nor more than 60 days after   
the date the notice is delivered; and (e) Be accompanied by a copy of NRS       
92A.300 to 92A.500, inclusive. (Added to NRS by 1995, 2089).                    

  NRS 92A.440 DEMAND FOR PAYMENT AND DEPOSIT OF CERTIFICATES; RETENTION OF
RIGHTS OF STOCKHOLDER.  1.  A stockholder to whom a dissenter's notice is sent  
must: (a) Demand payment; (b) Certify whether he acquired beneficial ownership  
of the shares before the date required to be set forth in the dissenter's       
notice for this certification; and (c) Deposit his certificates, if any, in     
accordance with the terms of the notice.  2.  The stockholder who demands       
payment and deposits his certificates, if any, before the proposed corporate    
action is taken retains all other rights of a stockholder until those rights    
are canceled or modified by the taking of the proposed corporate action.        
3.  The stockholder who does not demand payment or deposit his certificates     
where required, each by the date set forth in the dissenter's notice, is not    
entitled to payment for his shares under this chapter. (Added to NRS by 1995,   
2090; A 1997, 730)                                                              

 NRS 92A.450 UNCERTIFICATED SHARES: AUTHORITY TO RESTRICT TRANSFER AFTER
DEMAND FOR PAYMENT; RETENTION OF RIGHTS OF STOCKHOLDER. 1. The subject          
corporation may restrict the transfer of shares not represented by a            
certificate from the date the demand for their payment is received. 2.  The     
person for whom dissenter's rights are asserted as to shares not represented    
by a certificate retains all other rights of a stockholder until those rights   
are canceled or modified by the taking of the proposed corporate action. (Added 
to NRS by 1995, 2090).                                                          

/107/                                                                           

NRS 92A.460 PAYMENT FOR SHARES: GENERAL REQUIREMENTS. 1. Except as    
otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for 
payment, the subject corporation shall pay each dissenter who complied with     
NRS 92A.440 the amount the subject corporation estimates to be the fair value   
of his shares, plus accrued interest.  The obligation of the subject            
corporation under this subsection may be enforced by the district court:        
(a) Of the county where the corporation's registered office is located; or      
(b) At the election of any dissenter residing or having its registered office   
in this state, of the county where the dissenter resides or has its registered  
office.  The court shall dispose of the complaint promptly.  2.  The payment    
must be accompanied by: (a) The subject corporation's balance sheet as of the   
end of a fiscal year ending not more than 16 months before the date of payment, 
a statement of income for that year, a statement of changes in the              
stockholders' equity for that year and the latest available interim financial   
statements, if any; (b) A statement of the subject corporation's estimate of    
the fair value of the shares; (c) An explanation of how the interest was        
calculated; (d) A statement of the dissenter's rights to demand payment under   
NRS 92A.480; and (e) A copy of NRS 92A.300 to 92A.500, inclusive. (Added to     
NRS by 1995, 2090).                                                             

NRS 92A.470 PAYMENT FOR SHARES: SHARES ACQUIRED ON OR AFTER DATE OF   
DISSENTER'S NOTICE. 1. A subject corporation may elect to withhold payment from 
a dissenter unless he was the beneficial owner of the shares before the date    
set forth in the dissenter's notice as the date of the first announcement to    
the news media or to the stockholders of the terms of the proposed action.      
2.  To the extent the subject corporation elects to withhold payment, after     
taking the proposed action, it shall estimate the fair value of the shares,     
plus accrued interest, and shall offer to pay this amount to each dissenter     
who agrees to accept it in full satisfaction of his demand.  The subject        
corporation shall send with its offer a statement of its estimate of the fair   
value of the shares, an explanation of how the interest was calculated, and a   
statement of the dissenters' right to demand payment pursuant to NRS 92A.480.   
(Added to NRS by 1995, 2091).                                                   

 NRS 92A.480 DISSENTER'S ESTIMATE OF FAIR VALUE: NOTIFICATION OF SUBJECT
CORPORATION; DEMAND FOR PAYMENT OF ESTIMATE. 1. A dissenter may notify the      
subject corporation in writing of his own estimate of the fair value of his     
shares and the amount of interest due, and demand payment of his estimate,      
less any payment pursuant to NRS 92A.460, or reject the offer pursuant to       
NRS 92A.470 and demand payment of the fair value of his shares and interestdue, 
if he believes that the amount paid pursuant to NRS 92A.460 or offered pursuant 
to NRS 92A.470 is less than the fair value of his shares or that the interest   
due is incorrectly calculated. 2. A dissenter waives his right to demand        
payment pursuant to this section unless he notifies the subject corporation of  
his demand in writing within 30 days after the subject corporation made or      
offered payment for his shares. (Added to NRS by 1995, 2091).                   

 NRS 92A.490 LEGAL PROCEEDING TO DETERMINE FAIR VALUE: DUTIES OF SUBJECt
CORPORATION; POWERS OF COURT; RIGHTS OF DISSENTER. 1. If a demand for payment   
remains unsettled, the subject corporation shall commence a proceeding within   
60 days after receiving the demand and petition the court to determine the fair 
value of the shares and accrued interest.  If the subject corporation does not  
commence the proceeding within the 60 day period, it shall pay each dissenter   
whose demand remains unsettled the amount demanded.  2.  A subject corporation  
shall commence the proceeding in the district court of the county where its     
registered office is located.  If the subject corporation is a foreign entity   
without a resident agent in the state, it shall commence the proceeding in the  
county where the registered office of the domestic corporation merged with or   
whose shares were acquired by the foreign entity was located.  3.  The subject  
corporation shall make all dissenters, whether or not residents of Nevada,      
whose demands remain unsettled, parties to the proceeding as in an action       
against their shares. All parties must be served with a copy of the petition.   
Nonresidents may be served by registered or certified mail or by publication    
as provided by law.  4.  The jurisdiction of the court in which the proceeding  
is commenced under subsection 2 is plenary and exclusive.  The court may        
appoint one or more persons as appraisers to receive evidence and recommend a   
decision on the question of fair value.  The appraisers have the powers         
described in the order appointing them, or any amendment thereto.  The          
dissenters are entitled to the same discovery rights as parties in other civil  
proceedings.  5.  Each dissenter who is made a party to the proceeding is       
entitled to a judgment:  E-4 (a) For the amount, if any, by which the court     
finds the fair value of his shares, plus interest, exceeds the amount paid by   
the subject corporation; or (b) For the fair value, plus accrued interest, of   
his after-acquired shares for which                                             

/108/                                                                           

the subject corporation elected to withhold payment pursuant to NRS 92A.470.    
(Added to NRS by 1995, 2091).                                                   

   NRS 92A.500 LEGAL PROCEEDING TO DETERMINE FAIR VALUE: ASSESSMENT OF COSTS
AND FEES. 1. The court in a proceeding to determine fair value shall determine  
ll of the costs of the proceeding, including the reasonable compensation and    
expenses of any appraisers appointed by the court.  The court shall assess the  
costs against the subject corporation, except that the court may assess costs   
against all or some of the dissenters, in amounts the court finds equitable, to 
the extent the court finds the dissenters acted arbitrarily, vexatiously or not 
in good faith in demanding payment.  2.  The court may also assess the fees and 
expenses of the counsel and experts for the respective parties, in amounts the  
court finds equitable: (a) Against the subject corporation and in favor of all  
dissenters if the court finds the subject corporation did not substantially     
comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or           
(b) Against either the subject corporation or a dissenter in favor of any other 
party, if the court finds that the party against whom the fees and expenses are 
assessed acted arbitrarily, vexatiously or not in good faith with respect to    
the rights provided by NRS 92A.300 to 92A.500, inclusive. 3. If the court finds 
that the services of counsel for any dissenter were of substantial benefit to   
other dissenters similarly situated, and that the fees for those services       
should not be assessed against the subject corporation, the court may award to  
those counsel reasonable fees to be paid out of the amounts awarded to the      
dissenters who were benefited.  4.  In a proceeding commenced pursuant to       
NRS 92A.460, the court may assess the costs against the subject corporation,    
except that the court may assess costs against all or some of the dissenters    
who are parties to the proceeding, in amounts the court finds equitable, to the 
extent the court finds that such parties did not act in good faith in           
instituting the proceeding. 5. This section does not preclude any party in a    
proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the       
provisions of N.R.C.P. 68 or NRS 17.115. (Added to NRS by 1995, 2092).          

/109/                                                                           

EXHIBIT L                                                                       
TARGET WARRANT HOLDERS                                                          

/110/                                                                           

                                                                     EXHIBIT L
SCHEDULE WA-1 

1/05 Bridge Notes        270,000         A warrants if exercised    
1/05 Bridge Notes        540,000         C warrants if exercised    
     Money Finder 1/05         45,000         all warrant classes if exercised
M & E Equities         4,750,000         A warrants if exercised    
M & E Equities         9,500,000         C warrants if exercised    
4/02 Convert Notes       585,730         A warrants if exercised    
4/02 Convert Notes     1,171,460         C warrants if exercised    
     Money Finder M & E       540,000         all warrant classes if exercised
Weinstein                200,000         A warrants if exercised    
Keith Berman             350,000         A warrants if exercised    
William Lyons            350,000         A warrants if exercised    
William Kernochan        250,000         A warrants if exercised    

Sub-total              18,652,190                                     
----------              

/111/                                                                           

EXHIBIT M                                                                       
TARGET NOTE HOLDERS                                                             

/112/                                                                           

                                                                     EXHIBIT M

SCHEDULE TCN-1  

NOTE HOLDERS  

1/05/02 NOTE HOLDERS / VALUE  

JENNIFER SCHIFFMAN       $10,000  

DAVID SCHWARTZ           $30,000  

ZEV ALLEN FRIEDMAN       $10,000  

CATHERINE DEWITT         $20,000  

DAVID MIZRAHI            $20,000  
                       -------
                TOTAL  $90,000

4/02/02 NOTE HOLDERS / VALUE    

NY AUTOMALL              $14,285  

JOSEPH MAKOWSKY           $5,715  

FRADY MAKOWSKY            $2,858  

MOSHE GULLIGER            $5,715  

MARLENE KRIGER            $2,500  

MORRIS WEISS              $5,000  

LEON B. EISIKOWITZ        $2,500  

MOSHE DUDDAH             $20,000  
                       -------
                TOTAL  $58,573

                          "A"              "C"            CONVERSION
                          -----            -----          ------------
TYPE       NOTES         WARRANTS         WARRANTS           SHARES   
----       ------        ---------        ---------         --------- 
1/05/02     $90,000        $270,000         $540,000           $225,000   
4/02/02     $58,573        $585,730        $1,171,460          $292,865   

/113/                                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREM14A’ Filing		Date		Other Filings
		3/7/07
		5/5/03
		9/30/02		10QSB
		6/3/02
		5/27/02
		5/25/02
Filed on:		5/16/02
For Period End:		5/15/02
		5/14/02		NT 10-Q
		4/30/02
		4/15/02
		3/31/02		10QSB,  NT 10-Q
		3/27/02
		3/7/02
		3/1/02		S-8
		2/26/02
		2/17/02
		12/31/01		10KSB,  NT 10-K
		9/30/01		10QSB
		7/29/01
		6/28/01
		6/27/01
		5/24/01
		5/7/01
		5/5/01
		4/1/01
		3/28/01
		3/16/01
		3/15/01
		3/14/01
		3/2/01
		1/8/01
		12/31/00
		7/6/00
		6/15/00
		12/15/98
				List all Filings