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Med Diversified Inc – ‘8-K’ for 5/5/00 – EX-10.10

On: Tuesday, 5/23/00, at 5:19pm ET · For: 5/5/00 · Accession #: 948830-0-268 · File #: 1-15587

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/23/00  Med Diversified Inc               8-K:2,7     5/05/00    2:79K                                    Sawyer Jon D P C/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 
 2: EX-10.10    Material Contract                                     24    118K

EX-10.10 — Material Contract

EX-10.10 1st Page of 24 TOC ↑Top Previous Next ↓Bottom Just 1st
 
AGREEMENT AND PLAN OF MERGER  
AND REORGANIZATION  

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 18,
2000 (the "Agreement"), among e-MedSoft.com, a corporation organized and        
existing under the laws of the State of Nevada ("Parent"), Illumea Acquisition  
Corporation, a corporation organized and existing under the laws of the State   
of Delaware ("Merger Sub") and a direct wholly owned subsidiary of Parent, and  
Illumea Corporation, a corporation organized and existing under the laws of     
the State of Delaware (the "Company");                                          

W I T N E S S E T H:  

  WHEREAS, the boards of directors of Parent, Merger Sub and the Company
have each determined that it is consistent with and in furtherance of their     
respective long-term business strategies and fair to and in the best interests  
of their respective stockholders to combine the respective businesses of        
Parent and the Company by means of a merger (the "Merger") of Merger Sub with   
and into the Company upon the terms and subject to the conditions set forth     
herein and in accordance with the Delaware Corporation Law (the "Delaware       
Corporation Law"); and                                                          

WHEREAS, for United States Federal income tax purposes, it is intended
that the Merger qualify as a reorganization under the provisions of Section     
368 of the Internal Revenue Code of 1986, as amended (together with the rules   
and regulations promulgated thereunder, the "Code");                            

NOW, THEREFORE, in consideration of the foregoing and the             
representations, warranties, covenants and agreements set forth herein, and     
other good and valuable consideration, the receipt and adequacy of which are    
hereby acknowledged, and intending to be legally bound hereby, the parties      
hereto hereby agree as follows:                                                 

 ARTICLE I
THE MERGER

1.1     The Merger.  Upon the terms and subject to the conditions set 
forth in this Agreement, and in accordance with the Delaware Corporation Law,   
at the Effective Time, Merger Sub shall be merged with and into the Company.    
As a result of the Merger, the separate corporate existence of Merger Sub       
shall cease and the Company shall continue as the surviving corporation of the  
Merger (the "Surviving Corporation").                                           

 1.2     Closing.   Unless this Agreement shall have been terminated and
the Merger shall have been abandoned pursuant to Section 7.1 and subject to     
the satisfaction or waiver of the conditions set forth in Article VII, the      
consummation of the Merger shall take place as promptly as practicable (and in  
any event within three business days) after satisfaction or waiver of the       
conditions set forth in Article VII, at a closing (the "Closing") to be held    
at the offices of e-MedSoft.com, 20750 Ventura Boulevard, Suite 320, Woodland   
Hills, California 91364, unless another date, time or place is agreed to by     
the Company and Parent.                                                         

EX-10.10 2nd Page of 24 TOC 1st Previous Next ↓Bottom Just 2nd
1.3     Effective Time.  At the time of the Closing, the parties shall
cause the Merger to be consummated by filing articles of merger (the "Articles  
of Merger") with the Secretary of State of the State of Delaware in such form   
as required by, and executed in accordance with the relevant provisions of,     
the Delaware Corporation Law (the date and time of such filing, or such later   
time as may be agreed by the parties hereto and specified in the Articles of    
Merger, being the "Effective Time").                                            

 1.4     Effect of the Merger.  At the Effective Time, the effect of the
Merger shall be as provided in the applicable provisions of the Delaware        
Corporation Law. Without limiting the generality of the foregoing, and subject  
thereto, at the Effective Time, except as otherwise provided herein, all the    
property, rights, privileges, powers and franchises of the Company and Merger   
Sub shall vest in the Surviving Corporation, and all debts, liabilities and     
duties of the Company and Merger Sub shall become the debts, liabilities and    
duties of the Surviving Corporation, and the Parent shall own all of the        
issued and outstanding stock of the Surviving Corporation and shall have full   
legal control over the Surviving Corporation.                                   

 1.5     Certificate of Incorporation; Bylaws; Directors and Officers of
Surviving Corporation.  Unless otherwise agreed by the Company and Parent       
prior to the Effective Time, at the Effective Time:                             

       (a)     the certificate of incorporation and bylaws of the Company,
as in effect immediately prior to the Effective Time, shall be the certificate  
of incorporation and bylaws of the Surviving Corporation until thereafter       
amended as provided by Law and such certificate of incorporation or bylaws;     

(b)     the officers of Merger Sub immediately prior to the 
Effective Time shall be the initial officers of the Surviving Corporation       
until their successors are elected or appointed and qualified or until their    
resignation or removal; and                                                     

(c)     the directors of Merger Sub immediately prior to the
Effective Time shall be the initial directors of the Surviving Corporation.     

ARTICLE II
  CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

2.1     Conversion of Securities.  At the Effective Time, by virtue of
the Merger and without any action on the part of Merger Sub, the Company or     
the holders of any of the following securities, and in addition to any          
consideration that may become payable pursuant to Section 2.2:                  

     (a)     Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than any Dissenting Shares) and  
all rights in respect thereof shall forthwith cease to exist and shall be       
converted into and become exchangeable for the number of shares of Parent       
Common Stock equal to the product of (x) one divided by the number of shares    
of the Company's Common Stock issued and outstanding immediately prior to the   
Effective Time and (y) the quotient of Eleven Million One Hundred Thirty-Three  
Thousand Three Hundred Fifty Six Dollars ($11,133,356) divided by the average   
closing price of the Parent's Common Stock on the American Stock Exchange       
during the thirty (30) trading days ending two days before the Effective Time   
(the "Common Exchange Ratio").                                                  

        (b)     Each share of Series A Preferred Stock of Company issued and
outstanding immediately prior to the Effective Time (other than any Dissenting  
Shares) and all rights in respect thereof shall forthwith cease to exist and    
shall be converted into and become exchangeable for the number of shares of     
Parent Common Stock equal to the product of (x) one divided by the number of    

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EX-10.10 3rd Page of 24 TOC 1st Previous Next ↓Bottom Just 3rd
shares of the Company's Common Stock issued and outstanding immediately prior   
to the Effective Time and (y) the quotient of Eight Hundred Twenty-Three        
Thousand Six Hundred Forty-Four Dollars ($823,644) divided by the average       
closing price of the Parent's Common Stock on the American Stock Exchange       
during the thirty (30) trading days ending two days before the Effective Time   
(the "Series A Exchange Ratio").                                                

        (c)     Each share of Series B Preferred Stock of Company issued and
outstanding immediately prior to the Effective Time (other than any Dissenting  
Shares) and all rights in respect thereof shall forthwith cease to exist and    
shall be converted into and become exchangeable for the number of shares of     
Parent Common Stock equal to the product of (x) one divided by the number of    
shares of the Company's Common Stock issued and outstanding immediately prior   
to the Effective Time and (y) the quotient of Three Million Forty-Three         
Thousand Dollars ($3,043,000) divided by the average closing price of the       
Parent's Common Stock on the American Stock Exchange during the thirty (30)     
trading days ending two days before the Effective Time (the "Series B Exchange  
Ratio").                                                                        

        (d)     Subject to the other terms of this Section 2, each Option to
purchase shares of Common Stock of the Company held by an employee, director    
or consultant of the Company (the "Company Options") outstanding immediately    
prior to the Effective Time shall, by virtue of the Merger and without any      
action on the part of any holder thereof, be converted into the right to        
acquire that number of shares of Parent Common Stock determined by multiplying  
the number of shares of the Company's Common Stock for which such Company       
Options are exercisable immediately prior to the Effective Time by the Common   
Exchange Ratio, at an exercise price per share of Parent Common Stock equal to  
the exercise price per share of such Company Options divided by the Common      
Exchange Ratio, subject to the provisions of Section 2.4 regarding the          
elimination of fractional shares.  The number of shares of Parent Common Stock  
subject to such option shall be subject to increase pursuant to Section 2.2,    
with the number of additional shares being equal to the number of               
Earn-Out-Shares that correspond to the full number of shares subject to such    
option.  Such Company Options shall be assumed by Parent under the terms of     
Parent's 1999 Stock Option Plan.                                                

   (e)     Each share of common stock, no par value, of Merger Sub
issued and outstanding immediately prior to the Effective Time and all rights   
in respect thereof shall forthwith cease to exist and shall be converted into   
and become exchangeable for one newly and validly issued, fully paid and        
nonassessable share of common stock of the Surviving Corporation.               

2.2     Earn-Out Shares.                                              

      (a)     In addition to the number of shares of Parent Common Stock
set forth in Section 2.1 above, but subject to certain conditions set forth     
below, Parent shall issue to the holders of the Company's Common Stock, Series  
A Preferred Stock and/or Series B Preferred Stock converted pursuant to         
Section 2.1 (the "Company Stockholders"), as additional merger consideration,   
an additional number of shares of Parent Common Stock (the "Earn-Out Shares")   
based upon Company's gross sales (the "Milestones") for each of the fiscal      
years ending on March 31, 2001 and March 31, 2002 (the "Earn-Out Period")       
(calculated in accordance with generally accepted accounting principals on an   
accrual basis).  The Earn-Out Shares shall be cumulative with respect to each   
separate Milestone listed below and the corresponding additional                
consideration.  For example, if the Company's gross sales for fiscal 2002 were  
$30,000,000, the minimum number of Earn-Out Shares issuable would be            
3,000,000.  The Earn-Out Shares shall be calculated as follows:                 

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Cumulative                              
Gross Sales                             
Fiscal Year     for Such                                              
Ending          Year                     Earn-Out                 

3/31/01      $ 3,000,000     The greater of (a) 150,000 shares of   
                            Parent Common Stock or (b) that number
                             of shares of Parent Common Stock with a
               value equal to $3,000,000

3/31/02      $10,000,000     The greater of (a) 500,000 shares of   
                            Parent Common Stock or (b) that number
                             of shares of Parent Common Stock with a
                value equal to $10,000,000

3/31/02      $20,000,000     The greater of (a) 1,000,000 shares of 
                               Parent Common Stock or (b) that number of
                                shares of Parent Common Stock with a value
          equal to $20,000,000

3/31/02      $30,000,000     The greater of (a) 1,500,000 shares of 
                               Parent Common Stock or (b) that number of
                                shares of Parent Common Stock with a value
          equal to $30,000,000

    3/31/02      $40,000,000     The greater of (a) 500,000 shares of Parent
                               Common Stock or (b) that number of shares
                               of Parent Common Stock with a value equal
    to $10,000,000

 (b)     Notwithstanding anything to the contrary contained in
Section 2.2(a) above, in no event shall the total number of shares of Parent    
Common Stock to be issued pursuant to Section 2.2(a) above, together with the   
total number of shares of Parent Common Stock to be issued pursuant to          
Sections 2.1(a), (b) and (c) of this Agreement, exceed five percent of the      
total number of shares of Parent Common Stock outstanding as of the date of     
any such issuance.  The share numbers set forth in Section 2.2(a) above shall   
be subject to adjustment for stock splits, combinations and dividends with      
respect to the Parent Common Stock.  In case of any reorganization of Parent    
during the Earn-out Period, or in case that, during such period, the Company    
shall consolidate with or merge into another corporation or convey all or       
substantially all of its assets to another corporation, then and in each such   
case the Company Stockholders, upon payment of the Earn-Out Shares as provided  
in this Section 2 at any time after the consummation of such reorganization,    
consolidation, merger or conveyance, shall be entitled to receive, in lieu of   
the Earn-Out Shares receivable prior to such consummation, the stock or other   
securities or property to which the Company Stockholder would have been         
entitled upon such consummation if the Company Stockholder had received the     
Earn-Out Shares immediately prior thereto; in each such case, the terms of      
this Agreement, shall be applicable to the shares of stock or other securities  
or property receivable upon receipt of the Earn-Out Shares after such           
consummation. The value of the shares of Parent Common Stock to be issued       
pursuant to the Earn-Out Shares shall be determined by dividing the relevant    
dollar value by the average closing price of the Parent Common Stock on the     
American Stock Exchange for the thirty (30) trading days ended two (2) trading  
days prior to the date that Company satisfies the relevant Milestone and such   
shares shall be deemed issued as of such date.                                  

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EX-10.10 5th Page of 24 TOC 1st Previous Next ↓Bottom Just 5th
 (c)     The Earn-Out Shares shall be delivered to the Company
Stockholders within thirty days following achievement of the relevant           
milestone.  Following the achievement of a milestone, the Company shall notify  
Parent (the "Report").  Parent shall have fifteen days to review and approve    
the Report.  If Parent does not notify the Company Stockholders in writing      
within such fifteen day period that they dispute any matter set forth in the    
Report, the Report shall be deemed to have been accepted by the Company         
Stockholders and Parent.  If any disputes arise regarding the Report which the  
Company Stockholders and Parent cannot resolve between themselves within        
fifteen days, such questions shall be referred to the independent accountants   
representing each of the parties, who shall have seven days thereafter to       
attempt to resolve such questions, and any decisions mutually agreeable to      
such accountants shall be binding upon the Company Stockholders and Parent.     
If, after such seven days, the independent accountants of the Company           
Stockholders and Parent are unable to arrive at a resolution of any issue       
relating to the Report, such independent accountants will appoint a third       
independent accounting firm satisfactory to each of them, which shall be        
directed to resolve such questions within seven days thereafter, and whose      
decisions shall be final and binding on all parties.  The cost of the           
accounting firm shall be borne equally by the Company Stockholders and Parent.  

       (d)     After the Closing Date and at all times during the Earn-Out
Period, the Company shall operate pursuant to an annual budget that has been    
mutually agreed upon by both Andrew Borsanyi and the board of directors of      
Parent prior to the commencement of such fiscal year.                           

     (e)     The Earn-Out Shares shall be divided among the holders of
Company Common Stock, Company Series A Preferred Stock and Company Series B     
Preferred Stock converted pursuant to Section 2.1 above (the "Company Stock")   
(other than any Dissenting Shares), such that, each share of Company Stock      
shall be entitled to receive that number of shares of Parent Common Stock       
equal to the product of (i) the Earn-Out-Shares, multiplied by (ii) one         
divided by the sum of (x) the number of shares of Company Stock and (y) the     
number of shares subject to Company Options.                                    

2.3     Exchange of Shares and Company Options; Delivery of Earn-Out  
Shares.                                                                         

      (a)     Subject to the terms and conditions hereof, at or prior to
the Effective Time, Parent shall appoint an exchange agent to effect the        
exchange of shares of Company Common Stock (other than Dissenting Shares) for   
Parent Common Stock in accordance with the provisions of this Article II (the   
"Exchange Agent").  From time to time after the Effective Time, Parent shall    
deposit, or cause to be deposited, certificates representing Parent Common      
Stock for conversion of shares of Company Common Stock (other than Dissenting   
Shares) in accordance with the provisions of Sections 2.1 and 2.2 (such         
certificates being herein referred to as the "Exchange Fund"); provided,        
however, that all certificates representing Parent Common Stock to be issued    
pursuant to Section 2.1(a) and (b) shall be deposited within ten (10) business  
days following the Effective Time.  Commencing immediately after the Effective  
Time and until the appointment of the Exchange Agent shall be terminated, each  
holder of a certificate or certificates theretofore representing shares of      
Company Common Stock (other than Dissenting Shares) may surrender the same to   
the Exchange Agent and, after the appointment of the Exchange Agent shall be    
terminated, any such holder may surrender any such certificate to Parent. Such  
holder shall be entitled upon such surrender to receive in exchange therefor a  
certificate or certificates representing the number of full shares of Parent    
Common Stock into which the shares of Company Common Stock theretofore          
represented by the certificate or certificates so surrendered shall have been   

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converted in accordance with the provisions of Section 2.1, in accordance with  
Section 2.4, and all such shares of Parent Common Stock shall be deemed to      
have been issued at the Effective Time. Until so surrendered and exchanged,     
each outstanding certificate which, prior to the Effective Time, represented    
issued and outstanding shares of Company Common Stock shall be deemed for all   
corporate purposes of Parent to evidence ownership of the number of fullshares  
of Parent Common Stock into which the shares of Company Common Stock            
theretofore represented thereby shall have been converted at the Effective      
Time.  Notwithstanding the foregoing provisions of this Section 2.3, risk of    
loss and title to such certificates representing shares of Company Common       
Stock shall pass only upon proper delivery of such certificates to the          
Exchange Agent, and neither the Exchange Agent nor any party hereto shall be    
liable to a holder of shares of Company Common Stock for any Parent Common      
Stock or dividends or distributions thereon delivered to a public official      
pursuant to any applicable abandoned property, escheat or similar law or to a   
transferee pursuant to Section 2.3. In the event that this Agreement shall      
have been terminated pursuant to Section 7.1 hereof, the  Company and Parent    
shall cause the Exchange Agent to use its commercially reasonable efforts to    
effect the prompt return of stock certificates representing shares of Company   
Common Stock to the holders thereof.  In the event Earn-Out Shares become       
deliverable to the Company Stockholders pursuant to Section 2.3, such shares    
shall be deposited with the Exchange Agent within five (5) business days        
following final determination of the number of shares issuable for such year,   
and the Exchange Agent shall distribute to each Company Stockholder the         
Earn-Out Shares issuable to such Company Stockholder pursuant to Section        
2.3(e).                                                                         

   (b)     Following the Effective Time, Parent shall exchange, or
cause to be exchanged, agreements in respect of all Company Options exchanged   
pursuant to Section 2.1(d) above for the existing agreements covering such      
Company Options, which new agreements shall be covered by the terms of          
Parent's 1999 Stock Option Plan.                                                

  2.4     Stock Transfer Books.  At the Effective Time, the stock transfer
books of the Company with respect to shares of Company Common Stock shall be    
closed, and there shall be no further registration of transfers of shares of    
Company Common Stock thereafter on the records of any such stock transfer       
books. In the event of a transfer of ownership of shares of Company Common      
Stock that is not registered in the stock transfer records of the Company, at   
the Effective Time, a certificate or certificates representing the number of    
full shares of Parent Common Stock into which such shares of Company Common     
Stock shall have been converted shall be issued to the transferee in            
accordance with Section 2.3, if the certificate or certificates representing    
such shares of Company Common Stock is or are surrendered as provided in        
Section 2.3, accompanied by all documents required to evidence and effect such  
transfer and by evidence of payment of any applicable stock transfer tax.       

2.5     No Fractional Share Certificates.  Unless Parent otherwise    
determines, no scrip or fractional share certificates for Parent Common Stock   
shall be issued upon the surrender for exchange of certificates evidencing      
shares of Company Common Stock.  In lieu of fractional shares, each holder of   
shares of Company Common Stock who would be entitled to receive a fractional    
share of Parent Common Stock shall, upon surrender of the certificate or        
certificates representing shares of Company Common Stock, be entitled to        
receive one full share of Parent Common Stock for any fractional share          
interest.                                                                       

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  2.6     Dissenting Shares.  Notwithstanding any provision of Section 2.1
hereof to the contrary, shares of Company Common Stock which are held by        
holders of such shares who have not voted in favor of the Merger, who are       
entitled to dissent and who have delivered a written notice of intent to        
demand payment for such shares in the manner provided in Section 262 of the     
Delaware Corporation Law ("Dissenting Shares"), shall not be converted into or  
exchanged for or represent the right to receive any shares of Parent Common     
Stock, unless such holder fails to perfect or effectively withdraws or loses    
such rights to payment. If, after the Effective Time, such holder fails to      
perfect or effectively withdraws or loses such right to payment, then such      
Dissenting Shares shall thereupon be deemed to have been converted into and     
exchanged pursuant to Section 2.1 hereof, as of the Effective Time, for the     
right to receive shares of Parent Common Stock issued in the Merger to which    
the holder of such shares of Company Common Stock is entitled, without any      
interest thereon.  The Company shall give Parent prompt notice of any notices   
and demands received by the Company for payment for shares of Company Common    
Stock, and Parent shall have the right to participate in all negotiations and   
proceedings with respect to such notices and demands. The Company shall not,    
except with the prior written consent of Parent, make any payment with respect  
to, or settle or offer to settle, any such demands. Prior to the Effective      
Time, the Company shall establish an escrow account with a financial            
institution and the Company shall fund such escrow account with cash or cash    
equivalents in an amount sufficient to make all payments to holders of          
Dissenting Shares. Such escrow account shall survive the Merger. All payments   
to holders of Dissenting Shares shall be made out of such escrow account, and   
no such payments shall be made or otherwise funded by Parent.                   

  2.7     Protection Against Dilution as to Conversion Rate.  In the event
that Parent subdivides or consolidates the Parent Common Stock or declares a    
Common Stock dividend with respect to the Parent Common Stock or recapitalizes  
or reclassifies its shares of Common Stock subsequent to the execution of this  
Agreement and effective prior to the Closing Date, the conversion rate and      
type of security (and the exercise price, with respect to Company Options)      
shall be proportionately adjusted.                                              

   2.8     Further Assurances.  Parent agrees that if, at any time after the
Effective Time, Company considers or is advised that any further deeds,         
assignments or assurances are reasonably necessary or desirable to be obtained  
from Parent or its officers or directors, to consummate the Merger or to carry  
out the purposes of this Agreement at or after the Effective Time, then         
Company, Parent and their respect officers and directors may execute and        
deliver all such proper deeds, assignments and assurances and do all other      
things necessary or desirable to consummate the Merger and to carry out the     
purposes of this Agreement, in the name of Parent or otherwise.                 

ARTICLE III   
REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

Except as disclosed in Schedule 2 which is attached hereto and        
incorporated herein by reference, the Company hereby represents and warrants    
to Parent and Merger Sub that:                                                  

3.1     Organization.  The Company is a corporation duly organized,   
validly existing, and in good standing under the laws of Delaware, has all      
necessary corporate powers to own its properties and to carry on its business   
as now owned and operated by it, and is duly qualified to do business and is    
in good standing in each of the jurisdictions where its business requires       
qualification.                                                                  

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  3.2     Capital.  The authorized Common Stock of the Company consists of
25,000,000 shares of Common Stock, $.001 par value, of which 1,932,800 are      
currently issued and outstanding, and 5,000,000 shares of Preferred Stock,      
$.001 par value, of which 50,575 shares of Preferred A stock and 179,000        
shares of Preferred B stock are currently issued and outstanding.  All of the   
issued and outstanding shares of the Company are duly authorized, validly       
issued, fully paid, and nonassessable, and are owned by the persons listed on   
Schedule 1 hereto.  Other than the Preferred A and B stock, there are no        
outstanding subscriptions, options, rights, warrants, debentures, instruments,  
convertible securities, or other agreements or commitments obligating the       
Company to issue or to transfer from treasury any additional shares of its      
Common Stock of any class.                                                      

  3.3     Subsidiaries.  The Company does not have any subsidiaries or own
any interest in any other enterprise (whether or not such enterprise is a       
corporation) except as disclosed in Schedule 2.                                 

   3.4     Directors and Officers.  Schedule 2 contains the names and titles
of all directors and officers of the Company as of the date of this Agreement.  

3.5     Financial Statements. The Company has delivered to Parent     
unaudited balance sheets and statements of operations for the year ended        
December 31, 1999 (the "Financial Statements").  The Financial Statements       
fairly present the financial condition of the Company, subject to normal        
year-end adjustments.  The Financial Statements fairly accurately set out and   
describe the financial condition of the Company as of December 31, 1999.        

  3.6     Absence of Changes.  Since December 31, 1999, except for changes
in the ordinary course of business which have not in the aggregate been         
materially adverse, to the best of the Company's knowledge, the Company has     
conducted its business only in the ordinary course and has not experienced or   
suffered any material adverse change in the condition (financial or             
otherwise), results of operations, properties, business or prospects of the     
Company or waived or surrendered any claim or right of material value.          

 3.7     Absence of Undisclosed Liabilities. Neither the Company nor any
of its properties or assets are subject to any material liabilities or          
obligations of any nature, whether absolute, accrued, contingent or otherwise   
and whether due or to become due, that are required to be recorded in           
accordance with generally accepted accounting principles and are not reflected  
in the financial statements presented to Parent or have otherwise been          
disclosed to Parent.                                                            

3.8     Tax Returns.  Within the times and in the manner prescribed by
law, the Company has filed all federal, state and local tax returns required    
by law, or has filed extensions which have not yet expired, and has paid all    
taxes, assessments and penalties due and payable.                               

3.9     Patents, Trade Names and Rights.  Schedule 2 sets forth a     
complete and accurate schedule of (i) all patents pending or issued; (ii) all   
registered trademarks and service marks and all trademark and service mark      
applications, including country of filing, filing number, date of issue and     
expiration date used in the business of the Company; and (iii) all registered   
copyrights owned by the Company.  Except as set forth in such schedule, to the  
Company's knowledge, no third party has asserted, or threatened to assert       
against the Company or any of its officers or directors, any conflicting        
rights to any such intellectual property and the Company has no knowledge of    
facts that the Company believes could reasonably be expected to give rise to    
such a claim.                                                                   

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  3.10      Compliance with Laws.  To the best of the Company's knowledge,
the Company has complied with, and is not in violation of, applicable federal,  
state or local statutes, laws and regulations (including, without limitation,   
any applicable building, zoning or other law, ordinance or regulation)          
affecting its properties or the operation of its business, except for matters   
which would not have a material affect on the Company or its properties.        

3.11     Litigation.  The Company is not a party to any suit, action, 
arbitration or legal, administrative or other proceeding, or governmental       
investigation pending or, to the best knowledge of the Company, threatened      
against or affecting the Company or its business, assets or financial           
condition, except for matters which would not have a material affect on the     
Company or its properties.  The Company is not in default with respect to any   
order, writ, injunction or decree of any federal, state, local or foreign       
court, department, agency or instrumentality applicable to it.  The Company is  
not engaged in any lawsuit to recover any material amount of monies due to it.  

 3.12     Authority.  The Company has full corporate power and authority
to enter into this Agreement.  The board of directors of the Company has taken  
all action required to authorize the execution and delivery of this Agreement   
by or on behalf of the Company and the performance of the obligations of the    
Company under this Agreement, other than the approval of the Company's          
stockholders in accordance with Delaware law.  No other corporate proceedings   
on the part of the Company are necessary to authorize the execution and         
delivery of this Agreement by the Company in the performance of its             
obligations under this Agreement.  This Agreement is, when executed and         
delivered by the Company, and will be a valid and binding agreement of the      
Company, enforceable against the Company in accordance with its terms, except   
as such enforceability may be limited by general principles of equity,          
bankruptcy, insolvency, moratorium  and similar laws relating to creditors'     
rights generally.                                                               

3.13     Ability to Carry Out Obligations.  Neither the execution and 
delivery of this Agreement, the performance by the Company of its obligations   
under this Agreement, nor the consummation of the transactions contemplated     
under this Agreement will to the best of the Company's knowledge:  (a)          
materially violate any provision of the Company's certificate of incorporation  
or bylaws; (b) with or without the giving of notice or the passage of time, or  
both, violate, or be in conflict with, or constitute a material default under,  
or cause or permit the termination or the acceleration of the maturity of, any  
debt, contract, agreement or obligation of the Company, or require the payment  
of any prepayment or other penalties; (c) require notice to, or the consent     
of, any party to any material agreement or commitment, lease or license, to     
which the Company is bound; (d) result in the creation or imposition of any     
security interest, lien, or other encumbrance upon any material property or     
assets of the Company; or (e) violate any material statute or law or any        
judgment, decree, order, regulation or rule of any court or governmental        
authority to which the Company is bound or subject.                             

 3.14     Full Disclosure.  None the representations and warranties made
by the Company in this Agreement and the Schedules and Exhibits to this         
Agreement prepared by the Company contained, contains, or will contain at the   
time it was or is so furnished any untrue statement of a material fact or       
omitted, omits or will omit at such time to state any material fact necessary   
in order to make the statements made herein and therein, in light of the        
circumstances under which they were made, not misleading. The Company has not   
taken any steps, and does not currently expect to take any steps, to seek       
protection pursuant to any bankruptcy law nor does the Company have any         
knowledge or reason to believe that its creditors intend to initiate            
involuntary bankruptcy proceedings.                                             

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3.15     Assets and Technology.  The Company has good and marketable  
title to all of its tangible properties and such tangible properties are not    
subject to any material liens or encumbrances.  There are no existing rights    
granted to anyone to use or license the technology and there are no known       
claims by anyone else to any rights to the technology.                          

  3.16     Material Contracts and Obligations. Attached hereto on Schedule
2 is a list of all agreements, contracts, indebtedness, liabilities and other   
obligations to which the Company is a party or by which it is bound that are    
material to the conduct and operations of its business and properties, which    
provide for payments to or by the Company in excess of $25,000; or which        
involve transactions or proposed transactions between the Company and its       
officers, directors, affiliates or any affiliate thereof.  Copies of such       
agreements and contracts and documentation evidencing such liabilities and      
other obligations have been made available for inspection by Parent and its     
counsel.  All of such agreements and contracts are valid, accurate, binding     
and in full force and effect in all material respects, and there have been, to  
the knowledge of the Company, no breaches or anticipatory repudiation of such   
agreements and contracts.                                                       

3.17     Approval of Clients.  The Company has contacted each of its  
clients listed in Schedule 3.17 regarding the transaction and each client has   
consented to the change in ownership of the Company and agreed that the         
contracts would remain in full force and effect after the Closing.  In          
addition all of the clients and persons mentioned in the draft press release    
attached hereto as Exhibit D have approved of the use of their names in the     
drafts press release.  The Company shall not be deemed to be in breach of this  
provision in the event the Company obtains the requisite approvals from its     
clients on or before the Effective Time.                                        

 3.18     Consents and Approvals.  No consent, approval or authorization
of, or declaration, filing or registration with, any governmental or            
regulatory authority is required to be made or obtained by the Company in       
connection with: (a) the execution and delivery by the Company of this          
Agreement; (b) the performance by the Company of its obligations under this     
Agreement; or (c) the consummation by the Company of the transactions           
contemplated under this Agreement.                                              

  3.19     No Debts.  Except as set forth on Schedule 3.19, at the Closing
of this transaction, the Company shall have no outstanding debts or             
liabilities, absolute or contingent.                                            

ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF
   PARENT AND MERGER SUB

Except as disclosed in Schedule 3 which is attached hereto and        
incorporated herein by reference, Parent and Merger Sub hereby jointly and      
severally represent and warrant to the Company that:                            

4.1     Organization and Qualification; Subsidiaries.                 

    (a)     Each of Parent, Merger Sub and all other subsidiaries of
Parent (the "Parent Subsidiaries") has been duly organized and is validly       
existing and in good standing (to the extent applicable) under the laws of the  
jurisdiction of its incorporation or organization, as the case may be, and has  
the requisite corporate power and authority and all necessary governmental      
approvals to own, lease and operate its properties and to carry on its          
business as it is now being conducted, except where the failure to be so        

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organized, existing or in good standing or to have such power, authority and    
governmental approvals could not reasonably be expected to have, individually   
or in the aggregate, a material adverse effect. Parent, Merger Sub and each     
other Parent Subsidiary is duly qualified or licensed to do business, and is    
in good standing (to the extent applicable), in each jurisdiction where the     
character of the properties owned, leased or operated by it or the nature of    
its business makes such qualification or licensing necessary, except for such   
failures to be so qualified or licensed and in good standing that could not     
reasonably be expected to have, individually or in the aggregate, a material    
adverse effect.                                                                 

   (b)     Section 4.1 of Schedule 3 sets forth, as of the date of
this Agreement, a true and complete list of each Parent Subsidiary.  Except as  
set forth in Section 4.1 of Schedule 4, neither Parent nor any Parent           
Subsidiary owns an equity interest in any partnership or joint venture          
arrangement or other business entity that is material to the financial          
condition, results of operations, business or prospects of Parent and the       
Parent Subsidiaries, taken as a whole.                                          

 4.2     Capitalization.  The authorized Common Stock of Parent consists
of 100,000,000 shares of Common Stock of which 75,689,532 are currently issued  
and outstanding, all of which are validly issued, fully paid and                
nonassessable.  Except as set forth in Schedule 3, there are no options,        
warrants or other rights, agreements, arrangements or commitments of any        
character to which Parent is a party or by which Parent is bound relating to    
the issued or unissued Common Stock of Parent, Merger Sub or any other Parent   
Subsidiary or obligating Parent, Merger Sub or any other Parent Subsidiary to   
issue or sell any shares of Common Stock of, or other equity interests in,      
Parent, Merger Sub or any other Parent Subsidiary.  Each outstanding share of   
Common Stock of each Parent Subsidiary is duly authorized, validly issued,      
fully paid and nonassessable and each such share owned by Parent or another     
Parent Subsidiary is free and clear of all security interests, liens, claims,   
pledges, options, rights of first refusal, agreements, limitations on Parent's  
or such other Parent Subsidiary's voting rights, charges and other              
encumbrances of any nature whatsoever, except where the failure to own such     
shares free and clear could not reasonably be expected to have, individually    
or in the aggregate, a material adverse effect.                                 

   4.3     Directors and Officers.  Schedule 3 contains the names and titles
of all directors and officers of Parent and Merger Sub as of the date of this   
Agreement.                                                                      

4.4     Financial Statements.  Parent has delivered to the Company its
audited balance sheet and statements of operations and cash flows as of and     
for the period ended March 31, 1999, and  its unaudited balance sheet and       
statements of operations and cash flows as of and for the period ended          
December 31, 1999 (collectively the "Financial Statements").   The Financial    
Statements are complete and correct in all material respects and have been      
prepared in accordance with generally accepted accounting principles applied    
on a consistent basis throughout the periods indicated. The Financial           
Statements accurately set out and describe the financial condition and          
operating results of the Company as of the dates, and for the periods,          
indicated therein.                                                              

  4.5     Absence of Changes.  Since December 31, 1999, except for changes
in the ordinary course of business which have not in the aggregate been         
materially adverse, to the best of Parent's knowledge, Parent has not           
experienced or suffered any material adverse change in its condition            
(financial or otherwise), results of operations, properties, business or        
prospects or waived or surrendered any claim or right of material value.        

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4.6     Absence of Undisclosed Liabilities.  Neither Parent nor any of
its properties or assets are subject to any liabilities or obligations of any   
nature, whether absolute, accrued, contingent or otherwise and whether due or   
to become due, that are not reflected in the financial statements presented to  
the Company.                                                                    

4.7     Tax Returns.  Within the times and in the manner prescribed by
law, Parent has filed all federal, state and local tax returns required by law  
and has paid all taxes, assessments and penalties due and payable.              

4.8     Trade Names and Rights.  Parent does not use any trademark,   
service mark, trade name, or copyright in its business, or own any trademarks,  
trademark registrations or applications, trade names, service marks,            
copyrights, copyright registrations or applications.                            

  4.9     Compliance with Laws.  To the best of Parent's knowledge, Parent
has complied with, and is not in violation of, applicable federal, state or     
local statutes, laws and regulations (including, without limitation, any        
applicable building, zoning, or other law, ordinance, or regulation) affecting  
its properties or the operation of its business or with which it is otherwise   
required to comply.                                                             

4.10     Litigation.  There is no legal action, suit, arbitration or  
other legal, administrative or other governmental investigation, inquiry or     
proceeding (whether federal, state, local or foreign) pending or threatened     
against or affecting (i) Parent or any of its subsidiaries or any of their      
respective properties, assets or business (existing or contemplated) or (ii)    
any employee of Parent or any such subsidiary, before any court or              
governmental department, commission, board, bureau, agency or instrumentality   
or any arbitrator, except for suits, arbitrations, investigations, inquiries    
and proceedings which, if decided adversely to Parent would not a have          
material adverse effect on Parent, its operations, assets or prospects.  After  
reasonable investigation, neither Parent nor any employee or agent of nor       
attorney for Parent is aware of any fact that might result in or form the       
basis for any such action, suit, arbitration, investigation, inquiry or other   
proceeding.  Neither Parent nor any employee is in default with respect to any  
order, writ, judgment, injunction, decree, determination or award of any court  
or of any governmental agency or instrumentality (whether federal, state,       
local or foreign).                                                              

4.11     No Pending Investigation.  Parent is not aware of any pending
investigations or legal proceedings by the SEC, any state securities            
regulatory agency, or any other governmental agency regarding Parent or any     
officers or directors of Parent or any shareholders or controlling persons of   
such shareholders.                                                              

4.12     Authority Relative to this Agreement.  Parent and Merger Sub 
have all necessary corporate power and authority to execute and deliver this    
Agreement, to perform their respective obligations hereunder and to consummate  
the transactions contemplated hereby. The execution and delivery of this        
Agreement by Parent and Merger Sub and the consummation by Parent and Merger    
Sub of the transactions contemplated hereby have been duly and validly          
authorized by all necessary corporate action, and no other corporate            
proceedings on the part of Parent or Merger Sub are necessary to authorize      
this Agreement or to consummate such transactions (other than the filing and    
recordation of the Articles of Merger as required by the Delaware Corporation   
Law). This Agreement has been duly executed and delivered by Parent and Merger  
Sub and, assuming the due authorization, execution and delivery by the          
Company, constitutes the legal, valid and binding obligation of Parent and      
Merger Sub, enforceable against Parent and Merger Sub in accordance with its    
terms.                                                                          
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4.13     No Conflict; Required Filings and Consents.                  

      (a)     The execution and delivery of this Agreement by Parent and
Merger Sub do not, and the performance by Parent and Merger Sub of their        
obligations hereunder and the consummation of the Merger will not, (i)          
conflict with or violate any provision of the certificate or articles of        
incorporation, as the case may be, or bylaws of Parent or Merger Sub or any     
equivalent organizational documents of any other Parent Subsidiary, (ii)        
assuming that all consents, approvals, authorizations and permits described in  
Section 4.14(b) have been obtained and all filings and notifications described  
in Section 4.14(b) have been made, conflict with or violate any Law applicable  
to Parent or any other Parent Subsidiary or by which any property or asset of   
Parent, Merger Sub or any other Parent Subsidiary is bound or affected or       
(iii) except as set forth in Section 4.14(a) of the Schedule 3, result in any   
breach of or constitute a default (or an event which with the giving of notice  
or lapse of time or both could reasonably be expected to become a default)      
under, or give to others any right of termination, amendment, acceleration or   
cancellation of, or result in the creation of a lien or other encumbrance on    
any property or asset of Parent, Merger Sub or any other Parent Subsidiary      
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,   
license, permit, franchise or other instrument or obligation, except, with      
respect to clauses (ii) and (iii), for any such conflicts, violations,          
breaches, defaults or other occurrences which could not reasonably be           
expected, individually or in the aggregate, (A) to have a material adverse      
effect or (B) to prevent or materially delay the performance by Parent or       
Merger Sub of its obligations pursuant to this Agreement or the consummation    
of the Merger.                                                                  

      (b)     The execution and delivery of this Agreement by Parent and
Merger Sub do not, and the performance by Parent and Merger Sub of their        
respective obligations hereunder and the consummation of the Merger will not,   
require any consent, approval, authorization or permit of, or filing by Parent  
or Merger Sub with or notification by Parent or Merger Sub to, any              
Governmental Entity, except (i) pursuant to applicable requirements of the      
Exchange Act, the Securities Act, Blue Sky Laws, the rules and regulations of   
the American Stock Exchange, and the filing and recordation of the Articles of  
Merger as required by the Delaware Corporation Law and (ii) where failure to    
obtain such consents, approvals, authorizations or permits, or to make such     
filings or notifications, could not reasonably be expected, individually or in  
the aggregate, (A) to have a material adverse effect or (B) to prevent or       
materially delay the performance by Parent or Merger Sub of its obligations     
pursuant to this Agreement or the consummation of the Merger.                   

   4.14     Validity of Parent Shares.  The shares of Parent Common Stock to
be delivered pursuant to this Agreement, when issued in accordance with the     
provisions of this Agreement, will be duly authorized, validly issued, fully    
paid and nonassessable.                                                         

   4.15     Full Disclosure. None the representations and warranties made by
Parent in this Agreement, the Schedules and Exhibits to this Agreement          
prepared by Parent, any filings made by Parent with the Securities and          
Exchange Commission (the "Commission") (including all the exhibits and          
appendixes thereto) (the "SEC Documents") contained, contains, or will contain  
at the time it was or is so furnished any untrue statement of a material fact   
or omitted, omits or will omit at such time to state any material fact          
necessary in order to make the statements made herein and therein, in light of  
the circumstances under which they were made, not misleading.  Except as        
disclosed in any SEC Document filed on EDGAR at least five (5) business days    

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prior to the date hereof, since January 1, 1999, there has been no material     
adverse change and no material adverse development in the business,             
properties, operations, condition (financial or otherwise), assets,             
liabilities or results of operations or, insofar as can reasonably be           
foreseen, prospects of Parent or any of its subsidiaries.  Parent has not       
taken any steps, and does not currently expect to take any steps, to seek       
protection pursuant to any bankruptcy law nor does Parent or any of its         
subsidiaries have any knowledge or reason to believe that their respective      
creditors intend to initiate involuntary bankruptcy proceedings.  No event,     
liability, development or circumstance has occurred or exists, or is            
contemplated to occur, with respect to the Parent or its subsidiaries or their  
respective businesses, properties, operations, condition (financial or          
otherwise), assets, liabilities or results of operations or, insofar as can     
reasonably be foreseen, prospects, that would be required to be disclosed by    
Parent under applicable securities laws on a registration statement (including  
by way of incorporation by reference) filed with the Commission, on the date    
this representation is made or deemed to be made, relating to an issuance and   
sale by Parent of the Common Stock and which has not been publicly disclosed.   

4.16     Assets.  Parent has good and marketable title to all of its  
tangible properties and such tangible properties are not subject to any liens   
or encumbrances except as disclosed in Parent's Financial Statements.           

ARTICLE V 
COVENANTS 

  5.1     Investigative Rights.  From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other       
party's counsels, accountants, auditors, and other authorized representatives,  
full access during normal business hours and upon reasonable advance written    
notice to all of each party's properties, books, contracts, commitments, and    
records for the purpose of examining the same.  Each party shall furnish the    
other party with all information concerning each party's affairs as the other   
party may reasonably request.  If the transaction contemplated hereby is not    
completed, all documents received by each party and/or its attorneys and        
accountants, auditors or other authorized representatives shall be returned to  
the other party who provided same upon request.  The parties hereto, their      
directors, employees, agents and representatives shall not disclose any of the  
information described above unless such information is already disclosed to     
the public, without the prior written consent of the party to which the         
confidential information pertains.  Each party shall take such steps as are     
necessary to prevent disclosure of such information to unauthorized third       
parties.                                                                        

5.2     Conduct of Business.  Prior to the Closing, Parent and the    
Company shall each conduct its business in the normal course, and shall not     
sell, pledge, or assign any assets, without the prior written approval of the   
other party, except in the regular course of business or as contemplated in     
previously disclosed contractual obligations.  Neither Parent nor the Company   
shall amend its Certificate of Incorporation (other than to amend the           
liquidation preferences of the Preferred Stock) or Bylaws, declare dividends,   
redeem or sell stock or other securities, incur additional or newly-funded      
liabilities, acquire or dispose of fixed assets, change employment terms,       
enter into any material or long-term contract, guarantee obligations of any     
third party, settle or discharge any balance sheet receivable for less than     
its stated amount, pay more on any liability than its stated amount, or enter   
into any other transaction other than in the regular course of business except  
as otherwise contemplated herein.                                               

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   5.3     Plan of Reorganization.  This Agreement is intended to constitute
a "plan of reorganization" within the meaning of Section 1.368-2(g) of the      
income tax regulations promulgated under the Code. From and after the date of   
this Agreement, each party hereto shall use all reasonable efforts to cause     
the Merger to qualify, and shall not, without the prior written consent of the  
other parties hereto, knowingly take any actions or cause any actions to be     
taken which could reasonably be expected to prevent the Merger from qualifying  
as a reorganization under the provisions of Section 368 of the Code. In the     
event that the Merger shall fail to qualify as a reorganization under the       
provisions of Section 368 of the Code, then the parties hereto agree to         
negotiate in good faith to restructure the Merger in order that it shall        
qualify as tax-free transaction under the Code. Following the Effective Time,   
and consistent with any such consent, neither the Surviving Corporation nor     
Parent nor any of their respective affiliates knowingly and voluntarily shall   
take any action or cause any action to be taken which could reasonably be       
expected to cause the Merger to fail to qualify as a reorganization under       
Section 368 of the Code.                                                        

5.4     Registration of Common Stock by Parent.  As soon as reasonably
practicable, and in any event within 60 days following the Closing, Parent      
shall prepare and file a registration statement on Form S-3 or, if Form S-3 is  
not available, then on Form S-1, or such other available form, with respect to  
150,000 of the shares of Parent Common Stock to be received pursuant to this    
Agreement (the "Registrable Shares"), and shall use its best efforts to cause   
such registration statement to be declared effective as soon as possible and    
keep such registration continuously effective for a period extending until the  
earlier of one (1) year following the effective date thereof, or the date on    
which all of the Registrable Shares have been sold.  Each Company Stockholder   
registering shares pursuant to such registration statement shall agree not to   
sell more than 500 shares under such registration statement on any trading      
day, and all such sales shall be made through accounts at Sutro and Company,    
Inc.                                                                            
5.5     Fairness Opinion.  The parties agree that they will attempt to
obtain a fairness opinion as quickly as possible in which the investment        
banker rendering the opinion concludes that the terms of this transaction are   
fair to the shareholders of the Parent.  This opinion will not, however, be a   
condition to closing.                                                           

ARTICLE VI  
CONDITIONS TO THE MERGER

6.1     Conditions to the Obligations of Each Party to Consummate the 
Merger.  The obligations of the parties hereto to consummate the Merger, or to  
permit the consummation of the Merger, are subject to the satisfaction or, if   
permitted by applicable Law, waiver of the following conditions:                

       (a)     this Agreement and the Merger shall have been duly approved
by the requisite vote of stockholders of the Company in accordance with         
the Delaware Corporation Law;                                                   

   (b)     no court of competent jurisdiction shall have issued or
entered any order, writ, injunction or decree, and no other governmental        
entity shall have issued any order, which is then in effect and has the effect  
of making the Merger illegal or otherwise prohibiting its consummation;         

       (c)     all consents, approvals and authorizations legally required
to be obtained to consummate the Merger shall have been obtained from all       
governmental entities, except where the failure to obtain any such consent,     
approval or authorization could not reasonably be expected to result in a       

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change in or have an effect on the business of the Company or Parent that is    
materially adverse to the business, assets, liabilities (contingent or          
otherwise), condition (financial or otherwise) or results of operations of      
Parent and its subsidiaries, taken as a whole; and                              

      (d)     the shares of Parent Common Stock into which the shares of
Company Common Stock will be converted pursuant to Article I shall have been    
authorized for listing on the American Stock Exchange.                          

   6.2     Conditions to the Obligations of the Company.  The obligations of
the Company to consummate the Merger, or to permit the consummation of the      
Merger, are subject to the satisfaction or, if permitted by applicable Law,     
waiver of the following further conditions:                                     

(a)     each of the representations and warranties of Parent
contained in this Agreement shall be true, complete and correct in all          
material respects on and as of the Effective Time as if made at and as of the   
Effective Time and the Company shall have received a certificate of the         
President and Chief Financial Officer of Parent to such effect;                 

   (b)     Parent shall have performed or complied in all material
respects with all material agreements and covenants required by this Agreement  
to be performed or complied with by it on or prior to the Effective Time and    
the Company shall have received a certificate of the President and Chief        
Financial Officer of Parent to that effect;                                     

       (c)     Employment Agreements.  Parent and each of Andrew Borsanyi,
Jack Zeineh, M.D., and Nathalie J.v.d. Doornmalen shall have entered into an    
employment agreement substantially in the forms of Exhibit A, B and C hereto,   
respectively.                                                                   

6.3     Conditions to the Obligations of Parent.  The obligations of  
Parent to consummate the Merger, or to permit the consummation of the Merger,   
are subject to the satisfaction or, if permitted by applicable Law, waiver of   
the following further conditions:                                               

     (a)     each of the representations and warranties of the Company
contained in this Agreement shall be true, complete and correct in all          
material respects on and as of the Effective Time as if made at and as of the   
Effective Time and Parent shall have received a certificate of the Chairman or  
President and Chief Financial Officer of the Company to such effect;            

        (b)     the Company shall have performed or complied in all material
respects with all material agreements and covenants required by this Agreement  
to be performed or complied with by it on or prior to the Effective Time and    
Parent shall have received a certificate of the Chairman or President and       
Chief Financial Officer of the Company to that effect;                          

(c)     there shall not be pending or threatened any action,
proceeding, claim or counterclaim which seeks to or would, or any order,        
decree or injunction (whether preliminary, final or appealable) which would,    
require Parent to hold separate or dispose of any of the stock or assets of     
the Company or the Company Subsidiaries or imposes material limitations on the  
ability of Parent to control in any material respect the business, assets or    
operations of either Parent or the Company;                                     

        (d)     The Company shall provide a letter from its auditors stating
that its financial statements for the period from inception through December    
31, 1999, can be audited in accordance with SEC rules and that the audit can    
be completed within 75 days after the Closing.                                  

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(e)     Parent shall have received evidence that all of the 
Company's outstanding vested options and warrants have been cancelled or        
exercised.                                                                      

ARTICLE VII 
 TERMINATION, AMENDMENT AND WAIVER

   7.1     Termination.  This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time, notwithstanding any       
requisite adoption and approval of this Agreement, as follows:                  

      (a)     by mutual written consent duly authorized by the boards of
directors of each of Parent and the Company;                                    

        (b)     by either Parent or the Company, if the Effective Time shall
not have occurred on or before May 15, 2000; provided, however, that the right  
to terminate this Agreement under this Section 7.1(b) shall not be available    
to any party whose failure to fulfill any obligation under this Agreement       
shall have caused, or resulted in, the failure of the Effective Time to occur   
on or before such date;                                                         

     (c)     by Parent, upon a breach of any representation, warranty,
covenant or agreement on the part of the Company set forth in this Agreement,   
or if any representation or warranty of the Company shall have become untrue,   
incomplete or incorrect, in either case such that the conditions set forth in   
Section 6.3 would not be satisfied (a "Terminating Company Breach"); provided,  
however, that if such Terminating Company Breach is curable by the Company      
through the exercise of its reasonable efforts within 30 days and for so long   
as the Company continues to exercise such reasonable efforts, Parent may not    
terminate this Agreement under this Section 7.1(c); and provided further that   
the preceding proviso shall not in any event be deemed to extend any date set   
forth in paragraph (b) of this Section 7.1.                                     

7.2     Effect of Termination.  In the event of termination of this   
Agreement pursuant to Section 7.1, this Agreement shall forthwith become void,  
there shall be no liability under this Agreement on the part of any party       
hereto or any of its affiliates or any of its or their officers or directors,   
and all rights and obligations of each party hereto shall cease; provided,      
however, that nothing herein shall relieve any party hereto from liability for  
the willful or intentional breach of any of its representations and warranties  
or the willful or intentional breach of any of its covenants or agreements set  
forth in this Agreement.                                                        

 7.3     Amendment.  This Agreement may be amended by the parties hereto
by action taken by or on behalf of their respective boards of directors at any  
time prior to the Effective Time.  This Agreement may not be amended except by  
an instrument in writing signed by the parties hereto.                          

7.4     Waiver.  At any time prior to the Effective Time, any party   
hereto may (a) extend the time for or waive compliance with the performance of  
any obligation or other act of any other party hereto or (b) waive any          
inaccuracy in the representations and warranties contained herein or in any     
document delivered pursuant hereto. Any such extension or waiver shall be       
valid if set forth in an instrument in writing signed by the party or parties   
to be bound thereby.                                                            

7.5     Expenses.  All Expenses incurred in connection with this      
Agreement and the Merger shall be paid by the party incurring such Expenses,    
whether or not the Merger is consummated.                                       

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ARTICLE VIII    
GENERAL PROVISIONS    

8.1     Non-survival of Representations and Warranties.  The          
representations and warranties in this Agreement shall terminate at the         
Effective Time or upon the termination of this Agreement pursuant to Section    
7.1, as the case may be. Each party agrees that, except for the                 
representations and warranties contained in this Agreement and the Disclosure   
Schedules, no party hereto has made any other representations and warranties,   
and each party hereby disclaims any other representations and warranties made   
by itself or any of its officers,  directors, employees, agents, financial and  
legal advisors or other representatives, with respect to the execution and      
delivery of this Agreement or the Merger contemplated herein, notwithstanding   
the delivery or disclosure to any  other party or any party's representatives   
of any documentation or other information with respect to any one or more of    
the foregoing.                                                                  

8.2     Notices.  All notices, requests, claims, demands and other    
communications hereunder shall be in writing and shall be given (and shall be   
deemed to have been duly given upon receipt) by delivery in person, by          
telecopy or facsimile, by registered or certified mail (postage prepaid,        
return receipt requested) or by a nationally recognized courier service to the  
respective parties at their addresses set forth on the signature pages to this  
Agreement (or at such other address for a party as shall be specified in a      
notice given in accordance with this Section 8.2).                              

 8.3     Severability.  If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law or        
public policy, all other conditions and provisions of this Agreement shall      
nevertheless remain in full force and effect so long as the economic or legal   
substance of the Merger is not affected in any manner materially adverse to     
any party. Upon such determination that any term or other provision is          
invalid, illegal or incapable of being enforced, the parties hereto shall       
negotiate in good faith to modify this Agreement so as to effect the original   
intent of the parties as closely as possible in a mutually acceptable manner    
to the fullest extent permitted by applicable Law in order that the Merger may  
be consummated as originally contemplated to the fullest extent possible.       

  8.4     Assignment; Binding Effect; Benefit.  Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any  
of the parties hereto (whether by operation of Law or otherwise) without the    
prior written consent of the other parties hereto.  Subject to the preceding    
sentence, this Agreement shall be binding upon and shall inure to the benefit   
of the parties hereto and their respective successors and permitted assigns.    
Notwithstanding anything contained in this Agreement to the contrary, nothing   
in this Agreement, expressed or implied, is intended to confer on any person    
other than the parties hereto or their respective successors and permitted      
assigns any rights or remedies under or by reason of this Agreement.            

8.5     Incorporation of Exhibits.  The Disclosure Schedules and all  
Exhibits attached hereto and referred to herein are hereby incorporated herein  
and made a part of this Agreement for all purposes as if fully set forth        
herein.                                                                         

18    

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   8.6     Choice of Law.  This Agreement shall be construed and governed by
the laws of the State of California without regard to conflicts of interest     
principles.  The parties hereto consent to the jurisdiction of the federal and  
state courts located in Los Angeles, California, for any action or suit         
arising out of this Agreement, and waive any defense to such jurisdiction,      
including, without limitation, any defense based on venue or inconvenient       
forum.                                                                          

 8.7     Headings.  The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way  
the meaning or interpretation of this Agreement.                                

8.8     Counterparts.  This Agreement may be executed and delivered   
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when executed  
and delivered shall be deemed to be an original but all of which taken          
together shall constitute one and the same agreement.                           

8.9     Entire Agreement.  This Agreement (including the Exhibits, the
Disclosure Schedules) constitute the entire agreement among the parties with    
respect to the subject matter  hereof and supersede all prior agreements and    
understandings among the parties with respect thereto. No addition to or        
modification of any provision of this Agreement shall be binding upon any       
party hereto unless made in writing and signed by all parties hereto.           

   8.10     Further Assurances.  Each party shall do and perform or cause to
be done or performed, all such further acts and things, and shall execute and   
deliver all such other agreements, certificates, instruments and documents, as  
the other parties may reasonably request in order to carry out the intent and   
accomplish the purpose of this Agreement and the consummation of the            
transactions contemplated hereby; provided, however, that no party shall be     
obligated in any way to do anything that would conflict with, contradict or     
otherwise contravene any term or condition set forth prior to this Section      
8.10.                                                                           

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers        
thereunto duly authorized.                                                      

AGREED TO AND ACCEPTED as of the date first above written.            

e-MedSoft.com                           Illumea Corporation                     

By:/s/ John F. Andrews                  By:/s/ Andrew Borsanyi                  
John F. Andrews, President              Andrew Borsanyi, President          
1300 Marsh Landing Parkway, Suite 106   151 Shipyard Way                    
Jacksonville, Florida  32250            Newport Beach, California  92663    

Illumea Acquisition Corporation                                                 

By:/s/ John F. Andrews                                                          
John F. Andrews, President                                                
1300 Marsh Landing Parkway, Suite 106                                     
Jacksonville, Florida  32250                                              

19    

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SCHEDULE 1

Current Common Stockholders                         # Held                      

Clive R. Taylor, MD, D.Phil.                         200,000                    
University Pathology Associates, Inc                 100,000                    
Charles P. Garrison, MD                               80,000                    
Jack Zeineh                                          592,800                    
Andrew Borsanyi                                      390,000                    
Nathalie j.v.d. Doornmalen                           180,000                    
Alexander Timken Trust                               150,000                    
Global Strategic Holdings Limited                     45,000                    
GEM Global Yield Fund                                 45,000                    
TJ Eadington                                          50,000                    
Edith Timken                                          33,334                    
Peter Toot                                            33,333                    
Elizabeth Timken                                      33,333                    
Current Common                                     1,932,800                    

Common from Conversion of Bridge                                                
Leeward Management                                   143,905                    
Pillar Management                                     67,720                    
Empire Ventures                                       67,720                    
Trinity Advisors                                      33,860                    
Lee Family Interests                                  25,395                    
Joel Harrison                                         16,930                    
Common from Bridge                                   355,530                    

Common from Exercise of Options                                                 
Garage.com                                            50,000                    
John Kondo                                            30,000                    
Eric Fischer                                          50,000                    
Michael McGarry                                       50,000                    
John Cornfield                                         7,217                    
John D. Villasenor                                     5,155                    
Andrew Sherrod, M.D.                                   5,000                    
Peter Nichols, M.D.                                    5,000                    
Sue Ellen Martin, M.D.                                 5,000                    
John Cornfield                                         5,000                    
Robert Kilpatrick                                      5,000                    
Robert Kilpatrick                                      5,000                    
Mehdi Rashidi                                          5,000                    
John D. Villasenor                                     3,627                    
Martin Borsanyi                                        3,422                    
Anthony Curci                                          3,333                    
Richard Koffler                                        2,797                    
Bill Miller                                            2,774                    
Goran Forshager                                        2,655                    
Jeffrey Ng                                             1,839                    
Eric Fischer                                          17,000                    
John Suk                                               1,250                    
David Valentine                                        1,200                    
Michael McGarry                                       17,000                    
Diane Jacobs                                             924                    
Birdie Eakins                                            870                    
Karolyn Bayaca                                           712                    
Carol Andretta                                           657                    
R.J.Watkins                                              488                    
Gabriel Schonwald                                        274                    
The Concord Group                                        262                    
Mehdi Rashidi                                             64                    
Udo Koellmann                                             33                    
Udo Koellmann                                             20                    

Common from Exercise of Options                      287,764(1)                 

Total Common before Preferred                      2,576,094                    

Common from Conversion of Preferred A                                           
Alexander Timken Trust                                10,438                    
Yee Mau Chen                                          10,438                    
Eltrinic Enterprise Ltd.                              10,438                    
David Chung Shing Wu                                   5,219                    
George K.K. Tong                                       5,219                    
Norman Yuen Tsing Tao                                  5,219                    
Charles P. Garrison, MD                                2,559                    
Edna Liu                                               1,045                    

Common Stock from Preferred A                         50,575                    

Common from Conversion of Preferred B                                           
Alexander Timken Trust                                55,000                    
Edith Timken                                          15,000                    
Elizabeth Timken                                      15,000                    
Peter Toot                                            15,000                    
Harry Applebaum                                       10,000                    
Gerald Gendell                                        10,000                    
Vane Clayton                                           5,000                    
Boris Luchterhand                                      5,000                    
Carolina Andretta                                      5,000                    
Kin Hon Yu                                             5,000                    
Norman Tao                                             4,000                    
David Chung-Shing Wu                                   3,000                    
John Budinich                                          2,500                    
Richard Budinich                                       2,500                    
Bradley Gendell                                        2,500                    
Jeffrey Gudman                                         2,500                    
Michael Gudman                                         2,500                    
Roger Muller                                           2,500                    
Rick Nagle                                             2,500                    
Matthew Stasior                                        2,500                    
James Auld                                             2,000                    
Hunter Vest, Ltd.                                      2,000                    
True Will Investment Limited                           2,000                    
Gregory Kunin                                          1,000                    
Edna Liu                                               1,000                    
Microscopy Marketing & Education                       1,000                    
Kathryn Ma                                               834                    
Alan K. Munro                                            833                    
Yonanda j.v.d. Doornmalen                                833                    
Gary Hogan                                               500                    

Common Stock from Preferred B                        179,000                    

Total Fully-Diluted Common Shares (2)              2,805,669                    

_______________________                                                         

(1)  Total unvested options are 182,236                                         

(2)  In addition, Blackwell Donaldson holds warrants for 7,245 shares at        
$10.00 a share.                                                       

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SCHEDULE 2

3.4 - Directors and Officers                                                    

Name                       Title                                                

Andrew Borsanyi            President, Chief Executive Officer and Director      
Jack Zeineh, M.D.          Chief Science Officer and Director                   
Diane Jacobs               Secretary/Treasurer                                  
Clive Taylor M.D., Ph.D.   Chairman                                             
Thomas J. Eadington        Director                                             
John Kondo                 Director                                             
Alex Timken                Director                                             

3.9   Intellectual Property                                                     

Patent Information                                                              

Patent Name : COMPRESSION PACKAGED IMAGE TRANSMISSION FOR TELEMICROSCOPY        
Patent Docket #:  34660/JWE/I214                                                
Patent Application #: 09/323,371                                                

Trademark              Trademark #   Current Status                             

I Logo                 75/713169     Filing receipt received 8/30/99, still     
 pending

THE TELEPATHOLOGY                                                               
SOLUTION               75/762736     Filing receipt received 10/20/99. Still    
 pending
THE TELEMICROSCOPY                                                              
SOLUTION               75/762736     Filing receipt received 10/20/99. Still    
 pending

FASTPIX                75/631414     Scheduled in Official Gazette on 11/9/99   
FIBERPIX, CLASS 9,10   75/631400     Pending                                    
FIBERPIX, CLASS 9      75/711435     Pending                                    
ILLUMEA                75/711434     Pending                                    
ILLUMEA CORPORATION    75/521307     Pending                                    

3.16 - Material Contracts                                                       

Receivables                      04/15/00                                       

Norris Cancer Institute          $ 84,861                                       
USC                                50,000                                       
Total Receivables                 134,861                                       

Liabilities                                                                     

Accounts Payable                                                                
Scientific Instruments           $ 64,910                                       
Garage.com                         23,750                                       
Other                             149,205                                       
$237,865      

Salaries & Wages Payable (1)     $ 41,154                                       
Promissory Notes to Employees                                                   
(2)                                     0                                       

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Capital Leases                     59,904                                       
Series C Bridge Loan (3)        1,017,500                                       
Total Liabilities(4)           $1,356,423                                       

(1) In addition, certain employees have accrued vacations which would become    
payable on departure from the company.                                          

(2) The Company will issue a maximum of $25,000 of notes to employees to        
assist with exercise of options prior to merger.  Notes will be paid back out   
of salary over 12 months and accelerate if employee leaves firm.                

(3) To be converted to common stock on close of transaction.                    

(4)  In addition, the Company has leases totalling $45,000 with monthly lease   
payments of $1,100.                                                             

3.17   Clients                                                                  

University Pathology Associates (University of Southern California)             
Genetics and Lab Medicine                                                       
Ohio State University                                                           
Memorial Sloan Kettering Cancer Center                                          
Beijing University                                                              
Empire Pathology                                                                
Quest Diagnostics                                                               
Chulangkon Hospital                                                             
University of Maryland                                                          
Los Angeles County Hospital                                                     
Stanford University                                                             
Aventis Pharmaceuticals                                                         
Dianon Systems                                                                  
Harvard University                                                              
U.S. Labs                                                                       
Dartmouth Hitchcock Medical Center                                              
Veterans Hospital - Los Angeles                                                 
Hartford Hospital                                                               

3.19 - No Debts                                                                 

As of April 15, 2000, the Company has no liabilities or obligations except as   
outlined in Schedule 2, 3.16.                                                   

The Company may incur additional liabilties between April 15, 2000 and closing  
during the ordinary course of business (not to exceed $25,000).                 

EX-10.10 23rd Page of 24 TOC 1st Previous Next ↓Bottom Just 23rd
Purchase Price Including Earn Out Provisions                                    

Illumea purchase price shall be paid with restricted shares of common stock     
valued at $15,000,000 with the number of shares being calculated in accordance  
with subparagraph 2.1(a) of the Agreement.  150,000 shares shares shall have    
piggyback registration rights, subject to approval by the Board of Directors    
of e-MedSoft.com and a schedule of "dribble-out" provisions.                    

Targets for Earn Out Portion of Purchase Price:                                 

Bonus to Illumea shareholders are cumulative meaning that each milestone met    
as referenced below yields the additional consideration referenced:             

    1.     Illumea generates $3,000,000 in gross sales by end of MED
Fiscal Year (3/31/01) - Illumea receives 375,000 shares or shares valued at     
$7,500,000, whichever is greater.*                                              

     2.     Illumea generates $10,000,000 in gross sales by end of MED
Fiscal Year (3/31/02) - Illumea receives bonus of 500,000 shares or shares      
valued at $10,000,000, whichever is greater.*                                   

     3.     Illumea generates $20,000,000 in gross sales by end of MED
Fiscal Year (3/31/02) - Illumea receives an additional bonus of 1,000,000       
shares or shares valued at $20,000,000, whichever is greater.*                  

     4.     Illumea generates $30,000,000 in gross sales by end of MED
Fiscal Year (3/31/02), Illumea receives an additional bonus of 1,500,000        
shares or shares valued at $30,000,000, whichever is greater.*                  

     5.     Illumea generates $40,000,000 in gross sales by end of MED
Fiscal Year (3/31/02), Illumea receives an additional bonus of 500,000 shares   
or shares valued at $10,000,000, whichever is greater.*                         

  6.     In no event shall the number of shares issued under the
provisions of paragraphs 1 through 5 above, together with the $15,000,000       
worth of shares to be issued at the closing, exceed 5% of the shares            
outstanding as the date of this Agreement.                                      

  * All shares of restricted stock and all shares are issued and valued as
of the date the performance hurdle has first been satisfied by Illumea.         

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SCHEDULE 3

e-MedSoft.com 
("e-Med") 

4.1     Subsidiaries.                                                           

E-Net Technologies LTD and its wholly-owned UK subsidiaries B2B, an 
Australian subsidiary                                                           

4.2     Capitalization:                                                         

Schedule of Warrants and Options Outstanding as of February 10, 2000  

Price     
   Number of     Number      Date of     Per
Warrant Holder     Warrants     of Shares     Issue     Share    Term       

Magnum Financial       50,000       50,000     1/11/99    $0.25   5 Years       
Trammel Investors     250,000      250,000     3/19/99    $3.85   5 Years       
Don Ayers             250,000      250,000     3/19/99    $3.85   5 Years       
Sutro & Co.           350,000      350,000     5/23/99    $5.00   5 Years       
Sutro & Co.         1,300,000    1,300,000     5/23/99    $0.01   5 Years       
Warrants in                                                                     
December private                                                              
offering           3,568,000    3,568,000    12/31/99    $4.00   5 Years      

Outstanding         5,768,000    5,768,000                                      

                                             Price
    Number of     Number of     Date of      Per
Option Holder       Options        Shares       Issue      Share              

Ian McPherson        100,000        100,000     8/31/99     $1.00               
UK employees         202,500        202,500     various     $1.00               
Stock Option Plan    632,000        632,000     various     various             

Outstanding          934,500        934,500                                     

Total Options and                                                               
Warrants          6,702,500      6,702,500                                    

4.4     Directors and Officers of e-Med:                                        

Name                                   Position           

  John F. Andrews          Chairman, President and Chief Executive Officer
Margaret A. Harris       Chief Financial Officer                      
Ian McPherson            Managing Director, e-Net Technology Limited  
Marshall Gibbs           Chief Technology Officer and Executive Vice  
President       
Masood Jabaar            Director                                     
Sam J.W. Romeo           Director                                     
Mitchell J. Stein        Director

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	3/31/02	3		10-K, NT 10-K
	3/31/01	3		10-K, NT 10-K
Filed on:	5/23/00
	5/15/00	17		S-1
For Period End:	5/5/00
	4/18/00	1
	4/15/00	22
	2/10/00	24
	12/31/99	8	16	10QSB
	3/31/99	11		10KSB, NTN 10K
	1/1/99	14
				List all Filings

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Filing Submission 0000948830-00-000268 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Med Diversified Inc – ‘8-K’ for 5/5/00 – EX-10.10

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EX-10.10 — Material Contract

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
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