CONTRIBUTION AGREEMENT

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and CarePayment, LLC, an Oregon limited liability company ("Contributing Party").

Background

A. Contributing Party owns the marks CarePayment® and XxxxXxxxxxx.xxx, including all stylized versions and logos associated with such trademarks (the "Marks"), and the Internet domain name "XxxxXxxxxxx.xxx", including all lower-level internet domain names for which "XxxxXxxxxxx.xxx" is a root or parent, whether in the form of an address for use in electronic mail transfer, a Uniform Resource Locator or other form suitable for specifying the location of an electronic data file over a distributed computer network (the "Domain Name").

B. Contributing Party and certain other parties have entered into an Operating Agreement (the "Operating Agreement") pursuant to which Company will service and collect consumer receivables generated by hospitals on a recourse basis with respect to the hospital as a result of the contribution of the Assets (defined below) by Contributing Party and certain assets contributed by the other parties to the Operating Agreement, who collectively will own all of the ownership interests in Company.

C. Contributing Party wishes to make the contribution of Assets in return for the receipt of ownership interests of Company.

Agreement

In consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1. Contribution of Assets.

1.1 Contribution. Subject to the terms and conditions set forth in this Agreement, Contributing Party agrees to transfer the Marks, the Domain Name and all goodwill related to the Marks and the Domain Name to Company at Closing (defined below) (collectively, the "Assets"), free and clear of all mortgages, liens, security interests, pledges, encumbrances, claims, conditions and restrictions, of any nature whatsoever, direct or indirect, whether accrued, absolute or contingent, known or unknown (collectively, "Encumbrances").

1.2 Assets not to be Transferred. Contributing Party will retain, and Company will not acquire, any assets of Contributing Party not specifically identified in Section 1.1 above.

1.3 No Assumed Liabilities. Other than the Assumed Contracts, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.

2. Ownership Interests. Concurrently with Contributing Party's contribution of the Assets to Company at Closing, and in exchange for the Assets, Company will issue to Contributing Party a 22% ownership interest in Company, which will be held by Contributing Party pursuant to the terms of and will have all of the rights set forth in the Operating Agreement.

3. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of Xxxxxx Xxxx LLP at 1600 Pioneer Tower, 000 XX Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, at 10:00 a.m. Pacific Time on December 31, 2009, or at such other place or time as Company and Contributing Party mutually agree (the "Closing Date").

3.1 Company's Conditions to Closing. The obligations of Company to consummate the Closing and otherwise effect the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

3.1.1 Representations and Warranties. The representations and warranties of Contributing Party in this Agreement will be true and correct as of the Closing as if made as of the Closing, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties which address matters only as of a particular date (which will be true and correct as of such particular date).

3.1.2 Agreements and Covenants. Contributing Party will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

3.1.3 Certificate. Company will have been provided with a certificate executed by Contributing Party to the effect that, as of the Closing the conditions set forth in Sections 3.2.1 and 3.2.2 have been duly satisfied.

3.1.4 Transfer Documents; Other Agreements. At Closing, Company will have received:

(a) A Trademark Assignment in the form of attached Exhibit A;

(b) A Domain Name Assignment in the form of attached Exhibit B;

(b) A Servicing Agreement in the form of attached Exhibit C executed by Contributing Party;

(c) A fully executed Contribution Agreement between Company and Aequitas Capital Management, Inc. in the form attached as Exhibit D;

(d) A fully executed Contribution Agreement between Company and microHelix, Inc. in the form attached as Exhibit E; and

(e) A fully executed Operating Agreement.

3.1.5 Suits, Actions or Proceedings. No suit, action, arbitration or other proceeding will be pending before any court, arbitrator or Governmental Body which may result in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement.

3.1.6 No Material Adverse Change. There will not have occurred since the date of this Agreement any event, change, effect, occurrence or state of facts individually or in the aggregate which has had or could have a material adverse effect on the ability of the parties to effect the transactions under this Agreement.

3.1.7 Due Diligence Review. Company will have been satisfied, in its sole discretion, with its due diligence review of the Assets, including Company's review of Exhibits and Schedules to be attached to this Agreement at or prior to Closing.

3.2 Contributing Party's Conditions to Closing. The obligations of Contributing Party to consummate the Closing and otherwise effect the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by Contributing Party:

3.2.1 Representations and Warranties. The representations and warranties of Company in this Agreement will be true and correct as of the Closing as if made as of the Closing, except (i) for changes contemplated by this Agreement, and (ii) for those representations and warranties which address matters only as of a particular date (which will be true and correct as of such particular date).

3.2.2 Agreements and Covenants. Company will have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

3.2.3 Certificate. Contributing Party will have been provided with a certificate executed by Company to the effect that, as of the Closing the conditions set forth in Sections 3.2.1 and 3.2.2 have been duly satisfied.

3.2.4 Operating Agreement. At Closing, Contributing Party will have received a fully executed Operating Agreement.

4. Other Agreements.

4.1 Further Assurances. At any time or from time to time after the Closing, at Company's request and without further consideration, Contributing Party will execute and deliver to Company such other instruments of transfer, conveyance, assignment, and confirmation, provide such materials and information, and take such other actions as Company may reasonably deem necessary in order more effectively to transfer, convey, and assign to Company, and to confirm Company's title to, all of the Assets, and, to the fullest extent permitted by law, to put Company in actual possession and operating control of the Assets and to assist Company in exercising all rights with respect thereto, and otherwise to cause Contributing Party to fulfill its obligations under this Agreement.

4.2 Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:

4.2.1 Contributing Party will operate the Assets in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others; and comply, in all material respects, with all applicable laws.

4.2.2 Contributing Party will not do, or omit to do, any act which will cause a material breach of any commitment or obligation related to the Assets or amend, terminate or waive any material right of substantial value relating to the Assets.

5. Taxes. Contributing Party will be responsible for and will pay when due the entire amount of any sales, use, transfer, excise, documentary and other like taxes or recording, filing or notary fees imposed by any state or governmental subdivision within such state in connection with the transfer of the Assets. Personal property taxes, if any, and all other prorations relating to the Assets, if any, will be made as of the Closing Date.

6. Risk of Loss. All right, title and interest and risk of loss with respect to the Assets will be deemed to have passed to Company at Closing.

7. Representations and Warranties of Contributing Party. Except as is otherwise disclosed on Schedule 7 to this Agreement (the "Disclosure Schedule") Contributing Party represents and warrants to Company that:

7.1 Authorization. Contributing Party is a limited liability company duly organized and validly existing under the laws of the state of Oregon. Contributing Party has all requisite organizational power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Contributing Party's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action and Contributing Party has duly executed and delivered this Agreement, which constitutes the valid and binding obligation of Contributing Party, enforceable in accordance with its terms. Contributing Party has made available to Company true, correct and complete copies of Contributing Party's authorizing board and shareholder resolutions relating to the transactions contemplated by this Agreement.

7.2 Investment. Contributing Party is not acquiring the ownership interest issued to it under the Operating Agreement with a view to or for sale in connection with any further distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

7.3 Accredited Investor. Contributing Party is an "accredited investor" as defined in Regulation D promulgated under the Securities Act.

7.4 Title to Assets. Contributing Party has good and marketable title to all of the Assets, all of the Assets are free and clear of restrictions on or conditions to transfer, and Contributing Party at Closing will transfer to Company good title to all of the Assets, free and clear of any Encumbrances (other than under any Assumed Liabilities). The Closing will convey to and vest in Company good and marketable title to the Assets, free and clear of any Encumbrances (other than under the Assumed Liabilities). Immediately after the Closing Company will have the right to use and exploit the Assets on substantially similar terms and conditions as Contributing Party enjoyed immediately prior to the Closing.

7.5 Intellectual Property.

7.5.1 Marks. The Marks (i) have not been abandoned and are not currently the subject of any active opposition, invalidation or cancellation proceeding; and (ii) are not the subject of any threatened opposition, invalidation or cancellation proceeding, and there is no basis for any such opposition, invalidation or cancellation proceeding in connection with the Marks. The Marks are currently in compliance with formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications). Other than for filing fees, renewal fees or similar fees or charges arising in the ordinary course of business, none of the Trademarks is subject to any maintenance fees or actions required by the applicable trademark offices governing the Trademarks.

7.5.2 Domain Name. The Domain Name (i) is not currently the subject of any active invalidation or cancellation proceeding; and (ii) is not the subject of any threatened invalidation or cancellation proceeding, and there is no basis for any such invalidation or cancellation proceeding in connection with the Domain name. The Domain Name is not subject to any maintenance fees or actions required by the applicable registrars governing the Domain name.

7.6 No Conflicts. The execution and delivery by Contributing Party of this Agreement do not, and the performance by Contributing Party of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby will not:

7.6.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Articles of Organization or Operating Agreement of Contributing Party;

7.6.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation or order applicable to Contributing Party or any of the Assets, or conflict with or result in a violation or breach of any term or provision of any judgment, injunction, decree, ruling or other charge applicable to Contributing Party or any of the Assets; or

7.6.3 with respect to any contract to which Contributing Party is a party or by which any of the Assets is bound: conflict with or result in a violation or breach of such contract, constitute (with or without notice or lapse of time or both) a default under such contract, require Contributing Party to obtain any consent, or approval, or give any notice to or make any filing with any person or entity, or result in the creation or imposition of any Encumbrance upon any of the Assets under such contract.

7.7 Litigation. There are no pending or threatened, claims, litigation, investigation, tax audit or proceedings of any nature against Contributing Party or to which Contributing Party is a party which could result in any Encumbrance on the Assets or in any way impair Contributing Party's ability to fully perform its obligations under this Agreement.

7.8 Disclosures. No representation or warranty or other statement made by Contributing Party in this Agreement, the Disclosure Schedule and any other documents or certificates delivered in connection with this Agreement contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

8. Representations and Warranties of Company. Company represents and warrants to Contributing Party as follows:

8.1 Authorization. Company is a limited liability company duly organized and validly existing under the laws of the State of Oregon. Company has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Company's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company enforceable in accordance with its terms.

8.2 No Conflicts. The execution and delivery by Company of this Agreement do not, and the performance by Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:

8.2.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Articles of Organization; or

8.2.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation, order, or judgment applicable to Company.

8.3 Litigation. There are no pending claims, litigation, investigation, tax audit or proceedings of any nature against Company or to which Company is a party which could in any way impair Company's ability to fully perform its obligations under this Agreement.

9. Indemnification.

9.1 Contributing Party Indemnification. Contributing Party will defend, indemnify and hold Company and its directors, shareholders, employees, agents, successors and assigns harmless from and against any and all claims, losses or liabilities (including reasonable attorney fees, court costs and expenses of investigation as determined by a court of competent jurisdiction) incurred by any such indemnified party: (i) as a result of any breach of any of Contributing Party's representations, warranties or covenants contained in this Agreement or (ii) with respect to any liability of Contributing Party arising out of Contributing Party's use of the Assets prior to the Closing Date.

9.2 Company Indemnification. Company will defend, indemnify and hold Contributing Party and its respective directors, shareholders, employees, agents, successors and assigns harmless from and against any and all claims, losses or liabilities (including reasonable attorney fees, court costs and expenses of investigation as determined by a court of competent jurisdiction) incurred by any indemnified party: (i) as a result of any breach of any of Company's representations, warranties or covenants contained in this Agreement, or (ii) with respect to Company's use of the Assets following the Closing Date.

9.3 Notice and Defense of Claims. If either party to this Agreement ("Indemnitee") receives notice or otherwise obtains knowledge of any matter with respect to which the other party to this Agreement ("Indemnitor") may become obligated to hold harmless or indemnify Indemnitee under this Section 9, then Indemnitee will promptly deliver to Indemnitor a written notice describing such matter, provided that the failure to promptly deliver such notice will not affect the indemnification obligation except to the extent the Indemnitor is prejudiced or injured thereby. If such matter involves a third party, Indemnitor will have the right, at its option, to assume the defense of such matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest. If Indemnitor elects to and does assume the defense of such matter, (a) Indemnitee will fully cooperate as reasonably requested by Indemnitor in the defense or settlement of such matter, (b) Indemnitor will keep Indemnitee reasonably informed of developments and events relating to such matter, and (c) Indemnitee will have the right to participate without interfering with Indemnitor or its counsel, at its own expense, in the defense of such matter. So long as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee will not settle or compromise or attempt to contact any other parties to the dispute in such matter. Unless and until the Indemnitor assumes the defense with respect to such matter, Indemnitee will have the right (but not the obligation) to defend itself, or to enter into any reasonable settlement of such matter, without prejudice to any right of recovery against Indemnitor.

9.4 Payments to Indemnified Parties. An Indemnitor with an indemnification obligation under this Section 9 will promptly reimburse each Indemnitee for all amounts owed under this Section 9 from time to time at the Indemnitee's request.

9.5 Survival of Representations. The representations and warranties set forth in this Agreement will survive from and after the Closing Date through the applicable statute of limitations (and thereafter, to the extent a claim or action is made prior to such period, until such claim or action is finally resolved). No claim for indemnification pursuant to this Section will be made by any party based upon a breach or alleged breach of any representation or warranty unless written notice of such claim or action is received by the party against whom indemnification is sought prior to expiration of the survival period.

9.6 Offset Rights. Company will be entitled to offset, dollar for dollar, claims for indemnity against Contributing Party under this Section 9 against all sums owed to Contributing Party by Company under the Servicing Agreement.

10. Termination.

10.1 Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing:

10.1.1 by mutual written consent of Contributing Party and of Company;

10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;

10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;

10.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 10.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or

10.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 10.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

10.2 Notice of Termination; Effect of Termination. Except as set forth in Section 10.1.1 any termination of this Agreement under Section 10.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party. Where action is taken to terminate this Agreement pursuant to Section 10.1, the terminating party must promptly deliver to the other party a notice setting forth the reason for the termination and the specific Section and subsection (as applicable) of this Agreement upon which the right of termination is based. In the event of termination of this Agreement as provided in Section 10.1, this Agreement will become void and there will be no liability on the part of any party to this Agreement, or their respective officers, directors, managers, members or shareholders; provided that each party will remain liable for any breaches of this Agreement prior to its termination.

11. Miscellaneous Provisions.

11.1 Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. The foregoing notwithstanding, neither party will be permitted to assign its rights or delegate its obligations under this Agreement to another party without the prior written consent of the other party to this Agreement.

11.2 Notices. Each notice, consent, request, or other communication required or permitted under this Agreement will be in writing, will be delivered personally or sent by certified mail (postage prepaid, return receipt requested) or by a recognized US overnight courier, and will be addressed as follows:

If to Company:	WS Technologies LLC
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

If to Contributing Party:	CarePayment, LLC
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

Each notice, consent, request, or other communication will be deemed to have been received by the party to whom it was addressed (a) when delivered if delivered personally; (b) on the second business day after the date of mailing if mailed; or (c) on the date officially recorded as delivered according to the record of delivery if delivered by overnight courier. Each party may change its address for purposes of this Agreement by giving written notice to the other party in the manner set forth above.

11.3 Alterations and Waivers. The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy under this Agreement, whether by agreement of the parties or by custom, course of dealing or trade practice, will not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. No failure or delay by either party in exercising any right, power or remedy with respect to any of the provisions of this Agreement will operate as a waiver of such provisions with respect to such occurrences.

11.4 Governing Law. This Agreement will be construed, governed and enforced in accordance with the laws of the State of Oregon, without regard to its choice of law provisions.

11.5 Exhibits and Schedules. The exhibits and schedules attached to this Agreement are incorporated into and are a part of this Agreement.

11.6 Integration and Entire Agreement. This Agreement and the exhibits and schedules and other documents referred to in this Agreement set forth the entire understanding between the parties and supersede all previous and contemporaneous written or oral negotiations, commitments, understandings, and agreements relating to the subject matter of this Agreement and merge all prior and contemporaneous discussions between the parties.

11.7 Counterparts and Delivery. This Agreement may be executed in counterparts. Each counterpart will be considered an original, and all of them, taken together, will constitute a single Agreement. This Agreement may be delivered by facsimile or electronically, and any such delivery will have the same effect as physical delivery of a signed original. At the request of any party, the other party will confirm facsimile or electronic transmission signatures by signing an original document.

11.8 Definitions. Whenever used in this Agreement, (a) the term "including" will be deemed to mean "including without limitation", (b) the term "person" will be deemed to mean any natural person, corporation, limited liability company, partnership or other entity, and (c) the terms "will" and "shall" have the same meaning.

11.9 Attorney Fees. In the event suit or action is instituted to interpret or enforce this Agreement, the prevailing party will be entitled to recover its attorney's fees, including those incurred on appeal, as determined by the court or arbitrator.

11.10 Specific Performance. The parties acknowledge they would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would provide an inadequate remedy. Accordingly, in addition to any other remedy at law or in equity, the nonbreaching party will be entitled to injunctive relief to prevent breaches of this Agreement and specifically to enforce this Agreement without the need for posting any bond or other security.

11.11 Rules of Construction. The parties have been represented by separate counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the parties drafting such agreement or document.

[Signature Page Follows]

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

COMPANY:	WS TECHNOLOGIES LLC
	By microHelix, Inc., its Manager

	By	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Secretary

CONTRIBUTING PARTY:	CAREPAYMENT, LLC
	By Aequitas Capital Management, its Manager

	By	/s/ Xxxxxx X. Jesenik
		Xxxxxx X. Jesenik
		President

Signature Page to WS Technologies, LLC Contribution Agreement (CarePayment)

ATTACHED SCHEDULES AND EXHIBITS

Schedule 7 – Disclosure Schedule

Exhibit A – Form of Trademark Assignment Agreement

Exhibit B – Form of Domain Name Assignment

Exhibit C – Form of Servicing Agreement

Exhibit D – Form of Contribution Agreement with Aequitas

Exhibit E – Form of Contribution Agreement with microHelix

Schedules and Exhibits

Schedule 7

Disclosure Schedule

None.

Disclosure Schedule

Exhibit A

Form of Trademark Assignment Agreement

Exhibit A

SERVICE XXXX ASSIGNMENT

CarePayment, LLC, an Oregon limited liability company ("Assignor"), having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxx 00000, is the owner of the following (i) service xxxx registrations on the Principal and Supplemental Registers in the United States Patent and Trademark Office; and (ii) service xxxx application currently pending registration on the Principal Register in the United States Patent and Trademark Office (the "Marks"):

Marks		U.S. Reg. No.
CARE PAYMENT (stylized)		3390720
CAREPAYMENT		3238471

Xxxx		U.S. Ser. No.
CAREPAYMENT		77877941

WS Technologies LLC, an Oregon limited liability company ("Assignee"), having its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxx 00000, desires to acquire the Marks.

NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Marks, together with the goodwill of the business associated with the Marks and the above identified registrations for the Marks.

DATED: December 30, 2009

	ASSIGNOR:

	CarePayment, LLC
	By: Aequitas Capital Management, Inc.,
	its Manager

	By:
		Xxxxxx X. Jesenik, President

Exhibit B

Form of Domain Name Assignment

Exhibit B

DOMAIN NAME ASSIGNMENT

This Domain Name Assignment, effective as of December 30, 2009 ("Effective Date"), is by CarePayment, LLC, an Oregon limited liability company having its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxx 00000 ("Assignor"), in favor of WS Technologies LLC, an Oregon limited liability company ("Assignee"), having its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxx 00000 ("Assignee").

For good and valuable consideration, receipt and sufficiency of which Assignor hereby acknowledges, Assignor hereby irrevocably assigns, sells, quitclaims and transfers to Assignee all right, title and interest in and to the Internet domain name "XxxxXxxxxxx.xxx" ("Domain Name"), including all lower-level internet domain names for which the Domain Name is a root or parent, whether in the form of an address for use in electronic mail transfer, a Uniform Resource Locator or other form suitable for specifying the location of an electronic data file over a distributed computer network.

Within fifteen (15) days after the Effective Date, Assignor will: (a) take whatever actions are necessary to effectively transfer ownership of the Domain Name to Assignee, including, without limitation, executing the agreements and documents required by the Domain Name registrar, Tucows Inc.; and (b) provide Assignee or its authorized agents with exclusive access to all accounts, user names and passwords issued by Tucows Inc., that may be necessary to effectively manage the Domain Name.

	ASSIGNOR:

	CarePayment, LLC
	By Aequitas Capital Management, Inc., its Manager

	By:
		Xxxxxx X. Jesenik, President

Exhibit C

Form of Servicing Agreement

Exhibit C

SERVICING AGREEMENT

This Servicing Agreement (this "Agreement") is made as of December 31, 2009, by and between CarePayment, LLC, an Oregon limited liability company ("Owner"), and WS Technologies, LLC, an Oregon limited liability company ("Servicer"). Aequitas Holdings, LLC, an Oregon limited liability company ("Aequitas") is a party to this Agreement solely for purposes of agreeing to Section 8.1.

Recitals

A. Owner is in the business of purchasing or obtaining the right to collect consumer receivables generated by hospitals on a recourse basis with respect to the hospital ("Receivables").

B. Servicer provides Receivables origination, servicing, collection and administration services.

C. Owner desires to engage Servicer to originate, manage and service the collection of Receivables purchased or controlled by Owner, and Servicer wishes to provide such services, all on the terms and conditions provided for in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, Owner and Servicer hereby agree as follows:

1. Servicing.

1.1 Appointment of Servicer. Owner hereby appoints Servicer as the sole and exclusive servicer to collect, administer and service the Receivables purchased or controlled by Owner, including negotiating with hospitals on behalf Owner with respect to such services. Owner hereby appoints Servicer as the non-exclusive originator of Receivables purchased or controlled by Owner, including negotiating with hospitals on behalf Owner with respect to such services. Servicer shall have the full power and authority to do or cause to be done any and all things in connection with such servicing, administration and collection as Servicer may deem to be necessary or desirable to optimize the recoverable value from such Receivables, and in furtherance thereof is authorized and shall have the sole authority to (a) collect and post all payments on the Receivables, (b) communicate with the hospitals and patients to whom the Receivables relate, (c) commence and pursue collection actions with respect to any Receivable, and (d) perform such other practices and procedures as Servicer may deem necessary or desirable in connection with servicing, administering and collecting Receivables. Upon request, Owner shall furnish Servicer with any powers of attorney or other documents that Servicer may reasonably request in order for Servicer to perform its obligations under this Agreement. Servicer agrees to employ lawful means in its efforts to collect Receivables. In providing its services, Servicer shall conform to a standard of practice and care consistent with industry standards.

Page 1 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

1.2 Receivable Files. Owner shall deliver or cause to be delivered to the Servicer all files and records related to the Receivables, together with such other documents as Servicer may reasonably require in order to perform its duties under this Agreement. All documents described in this Section 1.2 are referred to collectively herein as the "Receivable Documents." Servicer will retain in its possession originals of the Receivable Documents and will hold all such documents on behalf of Owner. Such documents shall be accessible for inspection and copying by Owner or its representative or agent upon reasonable advance notice during normal business hours. For purposes of this Agreement, "original" Receivable Documents may include documents received in electronic form (whether by facsimile transmission, in "pdf" files or otherwise).

1.3 Subservicing.

1.3.1 Servicer may appoint one or more sub-servicers from the list of Approved Sub-servicers (defined below) to perform Servicer's duties under this Agreement (each, a "Sub-servicer"). The appointment of any Sub-servicer by the Servicer does not relieve Servicer of any of its duties or responsibilities under this Agreement, and Servicer shall be responsible for managing the activities of any Sub-servicer. The amount of the subservicing fees payable to any Sub-servicer shall be payable by Servicer from the Servicing Fee paid to Servicer by Owner.

1.3.2 Servicer's list of approved Sub-servicers ("Approved Sub-servicers") and sub-contractors is on the attached Exhibit A. Servicer shall not add or remove Sub-servicers from the list of Approved Sub-servicers or amend, modify or replace any agreement it may have with its Sub-servicers without the prior written consent of Owner, which consent shall not be unreasonably withheld, delayed or conditioned.

1.4 Payment Collections. Servicer is responsible for collection of all payments made with respect to Receivables. and for accounting to Owner for all Collections. Servicer is responsible for instructing hospitals and patients to remit payments and/or settlements to Servicer. Owner will promptly report to Servicer any direct payments it receives from hospitals or patients with respect to any Receivables.

1.5 Deposit to Collection Account; Reports. Servicer shall cause all collections of Receivables ("Collections") received by Servicer to be deposited daily into an account (the "Collection Account") within two business days after receipt. Servicer shall provide Owner with a daily and weekly (on Monday of each week unless such day is a legal holiday) reconciliation report, in electronic form reasonably satisfactory to Owner, of all Collections and deposits since the date of the last daily or weekly report, as applicable (the "Reconciliation Report").

1.6 Insurance. Servicer shall maintain policies of insurance or other evidence of insurance coverage as follows:

1.6.1 Comprehensive general liability insurance with a combined single limit of not less than $1 million.

Page 2 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

1.6.2 Comprehensive errors and omissions insurance providing coverage in the amount of not less than $1 million covering any loss or damage for which Servicer may become liable arising out of errors, omissions or other defects arising out of or relating to collection and administration of the Receivables, including alleged violations of federal or state laws relating to collection practices, including credit protection laws.

1.6.3 Employee dishonesty insurance (or similarly named and purposed insurance or bond) providing coverage in the amount of not less than $2 million.

Owner shall be designated as an additional insured on all such liability policies. In addition, Servicer shall use commercially reasonable efforts, to the extent possible, to extend coverage under Servicer's liability and errors and omissions policies to include coverage for the liabilities, errors and omissions of its Sub-servicers. Servicer shall maintain all insurance required above and by applicable law with financially sound and reputable independent insurers. Servicer shall provide to Owner, upon Owner's request, copies of such policies or certificates of insurance. The policies required above shall provide that Owner shall receive 30 days' written notice prior to amendment or cancellation.

Servicer shall adhere to Servicer's standard practices and policies in the selection of all Sub-servicers and shall use Sub-servicers that are reputable and licensed and shall use commercially reasonable efforts to ensure that all Sub-servicers are bonded (where appropriate) and that they maintain commercially reasonable forms and levels of insurance coverage.

1.7 Access By Financing Sources. Upon reasonable advance notice, Servicer agrees to make its representatives reasonably available from time to time to discuss with Owner and/or its financing sources the status of Servicer's servicing activities and the status of the Receivable portfolios.

2. Compensation.

2.1 Servicing Fee. Owner will pay Servicer the following fees:

2.1.1 a monthly Servicing Fee (the "Servicing Fee") in an amount equal to 0.4167% of total Eligible Receivables existing as of the last business day of the preceding month;

2.1.2 an origination fee ("Origination Fee") equal to 6.0% of the original balance of all newly generated Eligible Receivables, plus 6.0% of the balance of all Transferred Billing Receivables, and

2.1.3 The Back End Fee.

2.2 "Eligible Receivables" are those Receivables owed by a debtor deemed credit worthy by mutual agreement of Owner and Servicer that have been funded by Owner.

2.3 "Transferred Billing Receivables" are those Receivables that are not initially Eligible Receivables, but become Eligible Receivables following satisfaction of performance metrics as developed from time to time by Owner and Servicer and are funded by Owner.

Page 3 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

2.4 "Back End Fee" means 25.0% of the amount calculated as follows with respect to each calendar quarter during the Term:

2.4.1 The net income of Owner as determined on a quarterly basis in accordance with generally accepted accounting principles,

2.4.2 plus actual interest expense for the quarterly period,

2.4.3 minus an assumed cost of funds of Owner of 18% per annum with respect to all funded Receivables.

2.5 Payment of Servicing Fee, Origination Fee and Back End Fee.

2.5.1 On or after the first business day of each month, Servicer shall invoice Owner for the Servicing Fee for the immediately preceding month. Such invoice shall include Servicer's calculation of the unpaid balance of Eligible Receivables and Transferred Billing Receivables serviced by Servicer during the immediately preceding month in reasonable detail satisfactory to Owner. The Servicing Fee shall be due on the 15th day of the month immediately following the month in which Services were performed or, if the 15th day of the month is not a business day, then the first business day thereafter.

2.5.2 Owner shall pay Servicer all Origination Fees simultaneously with Owner's funding of Eligible Receivables and Transferred Billing Receivables. Such payments shall be accompanied by certificates, in reasonable detail satisfactory to Servicer, identifying the Eligible Receivables and/or Transferred Billing Receivables to which such payments apply.

2.5.3 Owner shall pay Servicer all Back End Fees quarterly in arrears, with each payment due by the 30th day following the end of each calendar quarter.

2.6 Additional Compensation. Owner shall pay Servicer an amount equal to Servicer's actual monthly losses incurred during the first three months of the Term, and an amount equal to 50% of Servicer's actual monthly losses incurred during months four through six of the Term (each such payment being a "Shortfall Fee"). If Servicer incurs actual monthly losses in months four through six of the Term, the parties will negotiate in good faith as to whether the Shortfall Fee will continue after month six of the Term. Beginning on February 15, 2010, such payments shall be made within 15 days after the end of each month, following Owner's receipt from Servicer of information detailing the amount of the loss for each month, in such form as is reasonably acceptable to Owner. Owner may, in its discretion, make an advance payment under this Section 2.6 in January 2010, which payment would be credited toward any future payments due under this Section 2.6.

2.7 Owner's Offset. Owner may offset any amounts due from Owner under this Agreement against amounts owed by Servicer to Owner under the Administrative Services Agreement dated December 31, 2009 between Owner and Servicer and the Sublease dated December 31, 2009 between Owner and Servicer.

Page 4 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

2.8 Taxes. All taxes, duties or charges in the nature of sales, use or excise taxes resulting from Servicer's performance under this Agreement will be treated as operating costs of, and will be paid by, Owner. Notwithstanding the prior sentence, Owner shall have no responsibility for any taxes based on Servicer's income, which taxes will be Servicer's sole responsibility.

3. Books and Records; Reports; Inspection Rights.

3.1 Books and Records. Servicer shall keep books and records pertaining to the Receivables. Owner shall keep books and records pertaining to the Back End Fee. Upon reasonable prior notice, each party shall grant the other reasonable access to such books and records. All such books and records and all Receivable Documents, whether or not developed or originated by Servicer, shall remain at all times the property of Owner; provided, however, that Servicer shall have the right to maintain a copy of such books, records and Receivable Documents and shall retain the right to use such books, records and Receivable Documents to develop data, databases, information and reports (collectively, the "Data"). All right, title and interest in and to the Data shall remain at all times the sole property of Servicer, and Owner shall not have any rights to the Data, except that Owner shall have a nonexclusive, royalty-free perpetual license to use the Data developed by Servicer in connection with this Agreement.

3.2 Reporting. In addition to the Reconciliation Reports, Servicer shall provide Owner mutually agreed upon reports and information on a weekly or as needed basis.

3.3 Inspection and Audit Rights.

3.3.1 Servicer will be responsible to make such examinations of the books and records of each Sub-servicer that is servicing Receivables owned or controlled by Owner as Servicer deems reasonably necessary in order to verify the accuracy of cash receipts and disbursements reported by each Sub-servicer.

3.3.2 Subject to Section 3.3.3 below, on not less than five business days prior written notice, each party shall permit the other party or its respective agents, representatives or designees, at the sole cost and expense of the examining party, during normal business hours, to examine or make copies of abstracts from all books, records and documents, including computer tapes and disks and constituting Receivable Documents or otherwise relating to the Receivables or Servicer's or any Sub-servicer's collection activities with respect to the Receivables, or the Back End Fee. Subject to Section 3.3.3 below, the examining party shall reimburse all costs and expenses of the party whose books and records are being examined, or its respective agents, representatives or designees incurred under this Section at prevailing rates. Examinations may be performed either on-site or remotely at Owner's discretion. Upon request, the party whose books and records are being examined shall provide to the examiner(s) a reasonable workspace and the use of on-site photocopying equipment. The party whose books and records are being examined shall allow full and free access to records relating to the Receivable Documents or the Back End Fee and shall provide necessary technical assistance as required to access such records. The party whose books and records are being examined shall deliver any document or instrument necessary for the examining party, as it may from time to time reasonably request, to obtain records from any service bureau or other person that maintains records for the party whose books and records are being examined, and shall maintain duplicate records or supporting documentation on media, including computer tapes and discs owned by the party whose books and records are being examined. The examining party agrees to advise the party whose books and records are being examined of the exceptions/discrepancies identified in any examination and agrees to allow the party whose books and records are being examined a reasonable period of time to respond to them.

Page 5 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

3.3.3 If, after examination, there is a discrepancy as to the amount of any fees paid or payable under this Agreement with respect to the period examined (which period shall not be less than 90 days), the parties will use commercially reasonable efforts to resolve the discrepancy. If the parties cannot resolve the discrepancy within 30 days after the last date on which the examination of the records giving rise to the discrepancy occurred, the parties will submit the discrepancy to an independent accounting firm to be agreed to by the parties for resolution. If the discrepancy, as agreed by the parties or as determined by the independent accountants, is 10% or greater, the fees and expenses of the examination and of the independent accountants will be borne by the losing party.

3.3.4 So long as the party whose books and records are being examined is not in default of its obligations under this Agreement, examination of that party's books and records shall occur no more often than once per calendar quarter.

3.4 Record Retention. Each party agrees to maintain all records relating to this Agreement for a period of not less than seven years from the date of origination of such records or such longer time as may be required by law or regulation. Such records may be retained in electronic format unless otherwise required by specific law or regulation in which case the records will be retained in the required format.

4. Term and Termination.

4.1 Term. This Agreement will be for term ending on December 31, 2034 (the "Term").

4.2 Termination by Owner. Notwithstanding anything herein to the contrary, Owner may terminate Servicer's services under this Agreement, by giving at least 30 days' prior written notice to Servicer upon the occurrence of any of the following (each a "Termination Event"):

4.2.1 Servicer's failure to observe or perform in any material respect any obligation, covenant or agreement required to be performed by Servicer under this Agreement or Servicer's material breach of any agreement with a third party that would materially affect Servicer's ability to observe or perform in any material respect any obligation, covenant or agreement required to be performed by Servicer under this Agreement, which failure or material breach is not cured (if capable of being cured) within 90 days after receipt of notice from Owner or the third party specifying such failure or material breach or, if the cure requires more than 90 days, the failure of Servicer to promptly initiate steps to cure such failure or material breach and thereafter to diligently continue and complete all commercially reasonable and necessary steps sufficient to cure such material breach.

Page 6 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

4.2.2 Any gross negligence or willful misconduct by Servicer directly resulting in material damage to Owner's reputation in the industry and an actual monetary loss to Owner, regardless of whether Owner has been reimbursed by Servicer or its insurer.

4.2.3 Servicer closes for business, dissolves, becomes insolvent, admits in writing its inability to pay its debts generally, applies for the appointment of a receiver or custodian, makes an assignment for the benefit of creditors, or a voluntary or involuntary petition under any state or federal bankruptcy laws is filed by or against Servicer and, in the case of any involuntary filing, the petition is not dismissed within 30 days after the filing thereof.

4.2.4 Servicer fails to meet the Benchmark during any 12 month period during the Term on a rolling basis, beginning with the twelve month period ending December 31, 2010, which failure remains uncured for more than 90 days following Servicer's receipt of written notice identifying with specificity any failure to meet the Benchmark. For purposes of this Agreement, the "Benchmark" means, with respect to Receivables and Transferred Billing Receivables for a calendar year, the finance charge income of Owner from such Receivables for such calendar year represents at least an 18% annual internal rate of return on Owner's funding of such Receivables, after deduction of Servicing Fees and Origination Fees paid to Servicer during such calendar year.

4.3 Termination by Servicer. Notwithstanding anything herein to the contrary, Servicer may terminate this Agreement by giving at least 30 days' prior written notice to Owner and Lender upon the occurrence of any of the following events:

4.3.1 Owner fails to pay to Servicer any undisputed Servicing Fee, Origination Fee, Back End Fee or Shortfall Fee payment when due and such failure is not cured within 30 days after receipt of notice from Servicer specifying such failure.

4.3.2 Any gross negligence or willful misconduct by Owner or any member, employee, agent or Affiliate of Owner resulting in damage to Servicer's reputation and a material loss or damage to Servicer, regardless of whether Servicer has been reimbursed by Owner or its insurer.

4.3.3 Owner closes for business, dissolves, becomes insolvent, admits in writing its inability to pay its debts generally, applies for the appointment of a receiver or custodian, makes an assignment for the benefit of creditors, or a voluntary or involuntary petition under any state or federal bankruptcy laws is filed by or against Owner and, in the case of any involuntary filing, the petition is not dismissed within 30 days after the filing thereof.

4.4 Effect of Termination. Upon termination of this Agreement, Servicer shall:

4.4.1 within 10 business days, deliver or cause to be delivered to Owner all Receivable Documents then in the possession of Servicer or any Sub-servicer, together with all Data and all other information and documentation relating to the servicing and collection of the Receivables (with Servicer having the right to retain copies thereof), in an orderly form as reasonably requested by Owner;

Page 7 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

4.4.2 within five business days after termination and thereafter within five business days after receipt by Servicer, remit all Collections to Owner;

4.4.3 within two business days after receipt, forward to Owner or other person designated by Owner all correspondence received by Servicer or, to Servicer's knowledge, any Sub-servicer with respect to any Receivable; and

4.4.4 upon written request from Owner, Servicer shall (i) prepare, execute and deliver any and all documents and other instruments reasonably required by Owner in connection with the succession by Owner, (ii) place in Owner's possession all records related to the Receivables and all other servicing files, (iii) transfer to Owner for administration by it all cash amounts, if any, which as of such time have been deposited by Servicer, or Sub-servicer in the Collection Account or thereafter be received by Servicer or Sub-servicer with respect to the Receivables, and (iv) use commercially reasonable efforts to do or accomplish all other acts or things reasonably necessary or appropriate to enable Owner to assume and discharge the servicing obligations. In addition, Servicer agrees to cooperate and use commercially reasonable efforts in providing at the Servicer's expense Owner with reasonable access (including at the premises of the Servicer or Sub-servicer) to Servicer's employees, and to use commercially reasonable efforts to cause its Sub-servicers to provide Owner with access to the employees of any Sub-servicer, and reasonable access to any and all of the books, records (in electronic or other form) or other information reasonably requested by it to enable Owner to assume the servicing functions.

5. Representations and Warranties.

5.1 By Servicer. Servicer represents and warrants to Owner as follows:

5.1.1 Servicer is a corporation duly organized and validly existing under the laws of the State of Oregon, and is authorized to conduct business in all states in which a failure to qualify would materially and adversely affect its ability to perform its services, including origination services, pursuant to this Agreement.

5.1.2 The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action by Servicer. This Agreement has been duly and validly executed and delivered on behalf of Servicer and is binding upon and enforceable against Servicer in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other applicable remedies.

5.1.3 Servicer has operated and will continue to operate its business in accordance with all federal, state and local laws, statutes and regulations, including credit protection laws and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and Servicer is not in violation of any such laws or regulations other than such violations which singly or in the aggregate do not, and, with the passage of time will not, have a material adverse effect on its business or assets, or its ability to perform its obligations under this Agreement.

Page 8 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

5.2 By Owner. Owner represents and warrants to Servicer as follows:

5.2.1 Owner is a limited liability company duly organized and validly existing under the laws of the State of Oregon.

5.2.2 The execution, delivery and performance of this Agreement have been duly authorized by all necessary limited liability company action by Owner. This Agreement has been duly and validly executed and delivered on behalf of Owner and is binding upon and enforceable against Owner in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors, and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other applicable remedies.

5.2.3 Neither the execution and delivery of this Agreement by Servicer nor the consummation of the transactions contemplated by this Agreement will (i) violate any applicable law, judgment, order, decree, regulation or ruling of any governmental authority, or (ii) either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in the breach of the terms, conditions or provisions of or constitute a default under any agreement, instrument, license or permit to which Servicer is a party or by which Servicer is bound.

6. Indemnification; Limitation of Liability.

6.1 Indemnity by Servicer. Servicer agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, managers, employees, agents and affiliates (each an "Owner Indemnified Party"), from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses (collectively, "Losses") resulting from or arising out of (a) any breach by Servicer of any of the representations and warranties made by it in this Agreement; (b) any failure of Servicer to comply with and perform all of its duties and agreements under this Agreement; and (c) any and all claims, actions or proceedings brought against Owner by any third party as a result of or based upon the actions or omissions by Servicer in the performance of its obligations under this Agreement (provided that such action or inaction was not undertaken at the direction of Owner Indemnified Party), including any failure by Servicer, any Sub-servicer or any of their agents, representatives or employees to comply with all applicable laws, rules and regulations, including credit protection laws and HIPAA, and any other action taken in collection of the Receivables. Servicer shall have no obligation to indemnify, defend or hold any Owner Indemnified Party harmless in the event that any Losses result from the negligent or wrongful acts or omissions of such person or its respective agents or employees.

6.2 Indemnity by Owner. Owner agrees to indemnify, defend and hold harmless Servicer and its officers, directors, employees, agents and affiliates (each a "Servicer Indemnified Party") from and against any and all Losses resulting from or arising out of (a) any breach by Owner of any of the representations and warranties made by it in this Agreement; (b) any failure of Owner to comply with and perform all of its duties and agreements under this Agreement; (c) and any and all claims, actions or proceedings brought against Servicer by any third party as a result of or based upon the actions or omissions of Owner in the performance of its obligations under this Agreement (provided that such action or inaction was not undertaken at the direction of the Servicer Indemnified Party). Owner shall have no obligation to indemnify, defend or hold any Servicer Indemnified Party harmless in the event that any Losses result from the negligent or wrongful acts or omissions of such person or its agents or employees.

Page 9 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

6.3 Limitation of Liability. Except as set forth above, in no event will any party be liable to another party for any punitive or exemplary damages, even if a party has been advised of the possibility of such damages, arising out of this Agreement. In no event will Servicer be liable for the uncollectibility of any Receivables or the timing of actual collections on any Receivables under any circumstances.

7. Confidential Information.

7.1 Confidentiality. Each party hereto agrees that it shall not disclose or transfer to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information (collectively, "Confidential Information") of the other party which it learns during the course of this Agreement, without the prior written consent of such other party. Notwithstanding the foregoing, the parties may disclose each other's Confidential Information without obtaining prior written consent in the following circumstances only: (i) to employees of the disclosing party or the disclosing party's consultants or agents or attorneys, on a "need to know basis," who require such information in order to assist the disclosing party in performing this Agreement (so long as the disclosing party takes such precautions or obtains such agreements as it would take or obtain in the ordinary course of its business to protect its own confidential and proprietary information); and (ii) as required in order to comply with any subpoena, court order or applicable law, rule or regulation, provided that the disclosing party gives the other party prior written notice of such disclosure (unless prohibited by applicable law) and reasonably cooperates with the other party in protecting the confidential or proprietary nature of the information which must be so disclosed, at the other party's expense. Notwithstanding anything to the contrary in this Agreement, no party shall have an obligation to keep secret any Confidential Information which is in or becomes part of the public domain not due to the fault of any such party or is known to such party prior to entry into this Agreement.

7.2 Protection of Confidential Information. Each party agrees that it will take all commercially reasonable steps to protect the secrecy of and avoid disclosure of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each party agrees to promptly notify the other party in writing of any misuse or misappropriation of Confidential Information of the other party that may come to its attention.

7.3 Relief. In the event of a breach or threatened breach by any party of the foregoing provisions, because of the uncertainty of damages resulting there from, each party shall be entitled to an injunction restraining another party from any such breach or threatened breach. Nothing herein shall be construed as prohibiting a party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the breaching party.

Page 10 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

7.4 Continuing Obligations. The obligations of the parties under this Section 7 shall survive the expiration, cancellation or other termination of this Agreement.

8. Exclusivity.

8.1 Owner and Aequitas Exclusivity. Each of Owner and Aequitas agrees that:

8.1.1 During the Term, Servicer will be entitled, at Servicer’s option, to service any Receivables purchased by Owner or Aequitas or any affiliate of Owner or Aequitas on terms substantially identical to those included herein, whether or not such Receivables were identified for purchase by Servicer, Owner, Aequitas, any affiliate of Servicer, Owner or Aequitas or any third party. This subsection shall terminate upon the occurrence of Servicer’s material breach of this Agreement, which material breach is not cured by Servicer within any applicable cure period (which shall not be less than thirty (30) days) following Servicer’s receipt of a reasonably detailed written notice from Owner describing the alleged breach.

8.1.2 During the Term, neither Owner, Aequitas, nor any affiliate of Owner or Aequitas will, acting alone or in conjunction with others, directly or indirectly, engage (either as sole proprietor, owner, partner, manager, member, shareholder, employer, employee, officer, director, consultant or agent) in the United States in the creation, management or ownership of or in any sole proprietorship, corporation, partnership, limited liability company or other entity that has or obtains the right to collect or service Receivables in any manner that would circumvent Servicer's rights under Section 8.1.1. Ownership of not more than 1% of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market will not, of itself, be deemed inconsistent with this Section 8.1.2.

8.2 Servicer Exclusivity. Servicer agrees that:

8.2.1 During the Term, Owner will have the exclusive right to purchase any receivables identified for purchase by Servicer and its affiliates.

8.2.2 During the Term, Servicer will not (and will cause its affiliates to not) participate in the purchase, sale or funding of any receivables unless and until Owner or any of its affiliates has waived in writing its rights to purchase such receivables.

9. Miscellaneous.

9.1 Severability. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties to this Agreement waive any provision of law which prohibits or renders void or unenforceable any provision of this Agreement. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate in good faith to develop a structure the economic effect of which is as nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Page 11 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

9.2 Notices. Each notice, consent, request, or other communication required or permitted under this Agreement will be in writing, will be delivered personally or sent by certified mail (postage prepaid, return receipt requested) or by a recognized US overnight courier, and will be addressed as follows:

If to Servicer:	WS Technologies LLC
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

If to Owner:	CarePayment, LLC
	Attn: Legal Department
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

9.3 Counterparts. This Agreement may be executed in counterparts. Each counterpart will be considered an original, and all of them, taken together, will constitute a single Agreement. This Agreement may be delivered by facsimile or electronically, and any such delivery will have the same effect as physical delivery of a signed original. At the request of any party, the other party will confirm facsimile or electronic transmission signatures by signing an original document.

9.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon, without giving effect to conflicts of laws principles thereunder.

Page 12 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

9.5 Venue/Jurisdiction. Each of the parties hereby irrevocably agrees that any dispute arising under or in any way relating to this Agreement shall be litigated solely and exclusively in a federal or state court sitting in Multnomah County, Oregon. Each party hereby agrees that if it attempts to commence any action regarding a dispute arising under or in any way relating to this Agreement in any court other than a federal or state court sitting in Multnomah County, Oregon, the other party may obtain an immediate order dismissing such action for improper venue or an order transferring venue to a federal or state court sitting in Multnomah County, Oregon. Each of the parties hereby irrevocably submits to the personal jurisdiction of any federal or state court sitting in Multnomah County, Oregon, in any action or proceeding arising out of or in any way relating to this Agreement. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party also irrevocably waives the right to a trial by jury in connection with any action brought to construe or enforce this Agreement.

9.6 Amendments. This Agreement may be amended from time to time by a written instrument signed by Servicer and Owner and no waiver of any of the terms hereof by any party shall be effective unless it is in writing and signed by the other parties.

9.7 Integration. This Agreement comprises the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to such subject matter, superseding all prior oral or written understandings.

9.8 Agreement Effectiveness. This Agreement shall become effective upon delivery of fully executed counterparts hereof to each of the parties hereto.

9.9 Headings Descriptive; Interpretation. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. All references in this Agreement to "Section" or "Sections" without additional identification refer to the Section or Sections of this Agreement. The words "will" and "shall" have the same meaning. The words "include," "includes" and "including" shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

9.10 Advice from Independent Counsel. The parties hereto understand that this Agreement is a legally binding agreement that may affect such party's rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

9.11 Assignment. Except as may otherwise be provided herein, Servicer may not assign, delegate and/or subcontract all or substantially all of this Agreement or its rights hereunder, or delegate its obligations hereunder without the prior written consent of Owner. Any attempted assignment, delegation, and/or subcontracting without the requisite consent of Owner shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

9.12 Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any person by reason of the rule of construction that a document is to be construed more strictly against the person who itself or through its agent prepared the same, it being agreed that all parties hereto have participated in the preparation of this Agreement.

Page 13 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

9.13 Further Assurances. The parties agree to execute such other documents as may be necessary to implement this Agreement and carry out the intent of the parties to this Agreement.

9.14 Survival. Sections 2, 3, 6, 7, 8 and 9 and each other provision of this Agreement that expressly or by its nature provides for rights, obligations or remedies that extend beyond the expiration or earlier termination of this agreement, will survive and continue in full force and effect after this Agreement expires or is earlier terminated.

9.15 Independent Contractor Status. Servicer's relationship to Owner with respect to the services to be performed under this Agreement shall be that of an independent contractor. Servicer assumes full responsibility for the actions of its personnel in the performance of the services under this Agreement and will be solely responsible for their supervision, daily direction and control and will be responsible for their acts or omissions in performing Servicer's obligations hereunder. Servicer shall have sole responsibility for the payment of salary (including withholding of income taxes and social security), worker's compensation and all other forms of compensation for its personnel.

9.16 Attorney Fees. In the event arbitration, suit or action is instituted to enforce or determine the parties' rights or duties in connection with this Agreement, the prevailing party shall recover from the losing party all costs and expenses, including reasonable attorney fees, incurred in such proceedings, including any appellate or bankruptcy proceedings.

9.17 Public Announcements. Except as required by applicable law or regulations, no party to this Agreement will make any public announcement or any press release regarding this Agreement, or the transactions contemplated herein, without the prior written consent of the other parties. In addition, prior to making any public announcement or press release, each party will afford the other parties the opportunity to review and reasonably comment on the contents of such release.

[Signature page follows]

Page 14 – MICROHELIX/CAREPAYMENT SERVICING AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their authorized officer as of the day and year first above written.

	MICROHELIX, INC., as Servicer

	By
	Name
	Its	President

	CAREPAYMENT, LLC

	By Aequitas Capital Management, Inc., its Manager

	By
		Xxxxxx X. Jesenik, President

For purposes of agreeing to Section 8.1 only:

	AEQUITAS HOLDINGS, LLC

	By Aequitas Capital Management, Inc., its Manager

	By
		Xxxxxx X. Jesenik, President

Signature page to Servicing Agreement

EXHIBIT A

APPROVED SUB-SERVICERS/SUBCONTRACTORS

I.C. System, Inc.

Revenue Cycle Partners, LLC

CareMedic Systems, Inc.

Capio Partners, LLC

Xxxx Performance Marketing LLC

TransUnion

Evolute Consolidated Holdings LLC

NW Plastic Cards

Xxxxxx Business Graphics

Page 1 – EXHIBIT A

Exhibit D

Form of Contribution Agreement with Aequitas

Exhibit D

CONTRIBUTION AGREEMENT

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and Aequitas Capital Management, Inc., an Oregon corporation ("Contributing Party").

Background

A. Contributing Party services and collects consumer receivables generated by hospitals on a recourse basis with respect to the hospital (the "Business").

B. Contributing Party and certain other parties have entered into an Operating Agreement (the "Operating Agreement") pursuant to which Company will own and operate the Business as a result of the contribution of the Assets (defined below) by Contributing Party and certain assets contributed by the other parties to the Operating Agreement, who collectively will own all of the ownership interests in Company.

C. Contributing Party wishes to make the contribution of Assets in return for the receipt of ownership interests of Company and the assumption by Company of the Assumed Liabilities under this Agreement.

Agreement

In consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1. Contribution of Business Assets.

1.1 Contribution. Subject to the terms and conditions set forth in this Agreement, Contributing Party agrees to transfer to Company at Closing (defined below) the following assets of the Business (collectively, the "Assets"), wherever located, free and clear of all mortgages, liens, security interests, pledges, encumbrances, claims, conditions and restrictions, of any nature whatsoever, direct or indirect, whether accrued, absolute or contingent, known or unknown (collectively, "Encumbrances"):

1.1.1 The exclusive right to service and receive compensation and origination fees for all recourse consumer credit accounts now owned and generated in the future by CarePayment, LLC, all under the terms of the Servicing Agreement (the "Servicing Agreement") between Company and CarePayment LLC attached as Exhibit A and entered into simultaneously with the Closing;

1.1.2 All supplies, disclosure materials, marketing materials and collateral, used in connection with the Business, including all correspondence, procedures and process schematics, and other documents and records used or useful in the Business (collectively, the "Supplies"), together with any replacements or additions to the Supplies made before the Closing Date, but excluding Supplies disposed of in the ordinary course of Contributing Party's Business;

1.1.3 All books and records of the Business, including customer lists, customer information, customer files and sales leads, merchandising materials and access to other books and records, or copies thereof, including computerized data, relating to the continuation of the Business as conducted by Contributing Party;

1.1.4 The contracts (including contracts relating to intellectual property used in connection with the Business and employment contracts, if any, for employees engaged in the Business) and prepaid expenses of the Business and contracts identified on attached Schedule 1.1.4; provided, however, that if such contracts have not been transferred by Closing, Contributing Party shall maintain those contracts for Company's benefit;

1.1.5 All rights to all telephone lines and numbers, email addresses used in the conduct of the Business, including those listed on Schedule 1.1.5;

1.1.6 The Zero Interest Recourse (ZIR) software product that incorporates Contributing Party's proprietary CarePayment System, a specialized accounting system designed to interface with multiple systems to receive and submit data and process that data in such a way that all accounting and settlement activities are supported, and which contains several proprietary algorithms to support the allocation of account transactions and account settlement with hospitals and funding sources (the "Software");

1.1.7 All written instructions, user and technical manuals, reference guides, training materials, release notes, installation notes, descriptions, specifications, and any other materials, in paper, electronic or any other form, that describe the requirements, features, functions, support, maintenance and/or use of the Software (the "Documentation"); and

1.1.8 All of the goodwill and general intangibles related to the Business.

1.2 Assets not to be Transferred. Contributing Party will retain, and Company will not acquire, any assets of Contributing Party not specifically identified in Section 1.1 above, including without limitation the excluded assets ("Excluded Assets") identified on Schedule 1.2.

1.3 Assumed Liabilities and Obligations. Subject to the terms and conditions set forth in this Agreement, Company agrees to assume at Closing only those costs and liabilities associated with the Business that are to be described on Schedule 1.3 to be attached to this Agreement at or prior to Closing (collectively, the "Assumed Liabilities"), and no others. Except for the Assumed Liabilities, Company will not assume or agree to pay, perform, or discharge, and Contributing Party will remain liable for, any cost, debt, obligation, tax, or liability, whether known or unknown, contingent or otherwise, of Contributing Party of any kind or nature whatsoever.

2. Ownership Interests. Concurrently with Contributing Party's contribution of the Assets to Company at Closing, and in exchange for the Assets, Company will issue to Contributing Party a 28% ownership interest in Company, which will be held by Contributing Party pursuant to the terms of and will have all of the rights set forth in the Operating Agreement.

3.1.4 Transfer Documents; Other Agreements. At Closing, Company will have received:

(a) A xxxx of sale conveying the Assets to Company in form reasonably satisfactory to Company.

(b) One or more assignment and assumption agreements executed and delivered by Contributing Party, in form reasonably satisfactory to Company, with respect to the Assumed Contracts.

(d) A fully executed Contribution Agreement between Company and CarePayment, LLC in the form attached as Exhibit B;

(e) A fully executed Contribution Agreement between Company and microHelix, Inc. in the form attached as Exhibit C;

(e) A fully executed Sublease between Company and Contributing Party in the form attached as Exhibit D;

(f) An Administrative Services Agreement ("Administrative Services Agreement") between Company and Contributing Party in the form attached as Exhibit E executed by Contributing Party; and

(g) A fully executed Amendment to the Promissory Note between Company and MH Financial in the form attached as Exhibit F.

3.1.5 Third-Party Consents. Company will have received consents or other assurances satisfactory to Company from such parties to the Assumed Contracts as Company may require as a condition to Closing.

3.1.6 Suits, Actions or Proceedings. No suit, action, arbitration or other proceeding will be pending before any court, arbitrator or Governmental Body which may result in the restraint or prohibition of the consummation of the transactions contemplated by this Agreement.

3.1.7 No Material Adverse Change. There will not have occurred since the date of this Agreement any event, change, effect, occurrence or state of facts individually or in the aggregate which has had or could have a material adverse effect on the Business, or on the ability of Company following Closing to conduct the Business as currently contemplated, taken as a whole, or on the ability of the parties to effect the transactions under this Agreement.

3.1.8 Due Diligence Review. Company will have been satisfied, in its sole discretion, with its due diligence review of the Business and the Assets, including Company's review of Exhibits and Schedules to be attached to this Agreement at or prior to Closing.

3.1.9 Transaction Fees. Contributing Party will have paid 50% of all fees and expenses incurred by Company in connection with the preparation, negotiation, and execution of this Agreement and the transactions contemplated by this Agreement.

3.2.4 Other Agreements. At Closing, Contributing Party will have received:

(a) the Software License Agreement executed by Company;

(b) The Sublease executed by Company; and

4. Other Agreements.

4.2 Access and Investigation. Company, through its employees, agents and representatives, will prior to the Closing be involved in such investigation of the Assets as it deems necessary or advisable. Contributing Party agrees to permit Company and its employees, agents and representatives to have full access, on reasonable notice during normal business hours, to the books and records and premises of the Business and other information with respect to the Business and properties of Contributing Party as Company from time to time requests. Company will conduct its review in a manner which does not unreasonably interfere with the operations of the Business.

4.3 Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:

4.3.1 Contributing Party will:

(a) maintain all of the Assets in customary repair, order and condition, reasonable wear, tear and use and damage by fire or unavoidable casualty excepted;

(b) operate the Assets and the Business in a manner designed to preserve and protect its business, goodwill and relationships with its vendors, suppliers, customers and others;

(c) maintain insurance on the Assets in the same manner and to the same extent as such insurance has been maintained with respect to the Assets prior to the date of this Agreement; and

(d) comply, in all material respects, with all applicable laws.

4.3.2 Contributing Party will not:

(a) grant any new salary increase to any employee engaged in the Business unless such increase has been previously approved by Company in writing, or such salary increase occurs in the ordinary course and does not exceed 3%;

(b) enter into or amend or alter any bonus, incentive compensation, deferred compensation, retirement, pension, savings, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement affecting its employees engaged in the Business that do not represent existing commitments; provided, however, that Contributing Party's handling of severance pay and related issues is not limited by this Section;

(c) enter into or assume any material contract, agreement, obligation, lease, license or commitment relating to the Assets, except in the ordinary course of the Business as contemplated by this Agreement or with Company's prior written approval;

(d) do, or omit to do, any act which will cause a material breach of any Material Agreement, Permit, commitment or obligation related to the Assets or the Business; or

(e) amend, terminate or waive any material right of substantial value relating to the Assets or the Business.

6. Risk of Loss. All right, title and interest and risk of loss with respect to the Assets will be deemed to have passed to Company at Closing.

7.1 Authorization. Contributing Party is a corporation duly organized and validly existing under the laws of the state of Oregon. Contributing Party has all requisite organizational power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Contributing Party's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action and Contributing Party has duly executed and delivered this Agreement, which constitutes the valid and binding obligation of Contributing Party, enforceable in accordance with its terms. Contributing Party has made available to Company true, correct and complete copies of Contributing Party's authorizing board and shareholder resolutions relating to the transactions contemplated by this Agreement.

7.3 Accredited Investor. Contributing Party is an "accredited investor" as defined in Regulation D promulgated under the Securities Act.

7.5 No Conflicts. The execution and delivery by Contributing Party of this Agreement do not, and the performance by Contributing Party of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby will not:

7.5.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Contributing Party;

7.5.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation or order applicable to Contributing Party or any of the Assets, or conflict with or result in a violation or breach of any term or provision of any judgment, injunction, decree, ruling or other charge applicable to Contributing Party or any of the Assets; or

7.5.3 with respect to any contract to which Contributing Party is a party or by which any of the Assets is bound: conflict with or result in a violation or breach of such contract, constitute (with or without notice or lapse of time or both) a default under such contract, require Contributing Party to obtain any consent, or approval, or give any notice to or make any filing with any person or entity, or result in the creation or imposition of any Encumbrance upon Contributing Party or any of the Assets under such contract.

7.6 Tax Matters. All Taxes which Contributing Party is required by law to pay, withhold or collect relating to the Business or the Assets or Contributing Party's employees have been duly paid, withheld or collected and have been paid over to the appropriate governmental agency or authority or are properly recorded as a liability on the books of Contributing Party. No Tax liens shall attach to any of the Assets because of a deficiency or delinquency in payment of Taxes by Contributing Party or because of a failure by Contributing Party to qualify in any jurisdiction in which it owns or leases property or conducts business. "Tax" shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, business and occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

7.8 Employee Matters.

7.8.1 A complete list of Contributing Party's employees engaged in the Business, and the current rate of compensation for such employees has been provided to Company. On and as of the Closing Date, Contributing Party will take all action necessary to terminate all of its employees engaged in the Business and will pay such employees all accrued employment-related financial obligations due to them through the close of business on the Closing Date. No notice is required to be provided to any employee of Contributing Party under the Worker Adjustment and Retraining Notification Act, as amended (the "WARN Act"), in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

7.8.2 From and after the Closing, Contributing Party will remain solely responsible for all claims, including without limitation workers' compensation claims and liabilities arising under the WARN Act, of any Contributing Party employee that relate to any accident, injury or other cause that occurred or arose prior to the Closing, regardless of whether such claim is filed by such employee before or after the Closing.

7.8.3 Benefit Plans and ERISA. Contributing Party has delivered or made available to Company all of Contributing Party's employment, consulting, retainer, employee leasing or collective bargaining agreements covering or otherwise applicable with respect to any officer, employee or other person related to the Business or former employee engaged in the Business, and has made available to Company all information related to any bonus or other incentive compensation plans or arrangements, pension, deferred compensation, profit sharing or other retirement plans, stock bonus, stock purchase, stock option or similar plans, excess benefit plans, death benefit or life insurance plans, sickness or disability plans, severance, vacation, holiday, educational assistance plans, medical, dental, hospitalization or health maintenance organization plans, arrangements for the payment of compensation other than in cash, or any other plan or arrangement which constitutes an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), for the benefit of the employees or former employees or their survivors, dependents or beneficiaries (all of which are referred to as the "Benefit Plans") which Contributing Party has maintained or contributed to during the past two years. All of the employees or former employees engaged in the Business will be paid by Contributing Party as of the Closing Date for services rendered prior to the Closing Date, and all payments, contributions and benefits required to be made or provided by Contributing Party under the Benefit Plans on and after the Closing Date will be paid by Contributing Party, except that Company will assume all accumulated paid time off ("PTO") as of the Closing Date, for each employee hired by Company. Except for the PTO assumed by Company, Contributing Party acknowledges and agrees that, on and after the Closing Date, Company will have no liability to any employee or former employee engaged in the Business, or any of their survivors, dependents or beneficiaries, under any of the Benefit Plans. None of those employees or former employees, or their survivors, dependents or beneficiaries, are covered by any retiree health insurance plan maintained or contributed to by Contributing Party. None of the Assets are subject to a lien under Section 4068 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), or any other provision of ERISA or the Code and there is no basis for the assertion of any such lien with respect to the Assets whether prior to or subsequent to the consummation of the transactions contemplated by this Agreement. None of the employees or former employees are covered by any Benefit Plan subject to Title IV of ERISA or Section 412 of ERISA.

7.8.4 Labor Matters. There are no controversies pending between Contributing Party and any of the employees of Contributing Party engaged in the Business which have affected or would affect materially and adversely the Assets or financial condition or the results of operations of the Business. During the two-year period before the date of this Agreement, Contributing Party has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor with respect to the Business. There are no unfair labor practice charges or controversies pending or in process or, to Contributing Party's knowledge, threatened between Contributing Party and any present or former employee nor complaints received or to the knowledge of Contributing Party threatened or on file with any federal, state or local governmental agency alleging employment discrimination or other unfair labor practice.

7.8.5 Entitlements. Contributing Party has delivered or made available to Company a complete listing of all employees engaged in the Business currently on leave under the provisions of the Family and Medical Leave Act of 1993 ("FMLA").

7.8.6 Collective Bargaining Agreements. There are no collective bargaining agreements applicable to the employees engaged in the Business.

7.8.7 Benefit Plan Liabilities. Contributing Party has delivered or made available to Company a complete listing of all employees engaged in the Business (or related plan participants) currently receiving insurance continuation or conversion benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") or state law. Contributing Party shall continue all such insurance continuation benefits as required under applicable law, and shall additionally provide insurance continuation benefits to those employees (or related plan participants) who are terminated by Contributing Party at or prior to the Closing and who are not hired by Company, all to the extent and for the duration required by applicable federal and state law. All Benefit Plan liabilities of every kind and nature for all periods prior to the Closing or incurred as a result of the transaction contemplated by this Agreement are the express responsibility of Contributing Party without limitation or qualification.

7.8.8 Immigration Matters.

(a) Current Employees. With respect to all current employees (as defined in Section 274a.1(f) of Title 8, Code of Federal Regulations) of Contributing Party that are engaged in the Business, a true and complete list of, and true and complete copies of, all Forms I-9 (Employment Eligibility Verification Forms) completed pursuant to the Immigration Reform and Control Act of 1986, as amended, and all regulations promulgated thereunder ("IRCA") and any and all copies of documentation, records or other papers retained with Forms I-9 (Employment Eligibility Verification Forms), have been previously delivered to Company. Contributing Party has complied with IRCA with respect to the completion of Forms I-9 for all current employees and the reverification of the employment status of any and all current employees whose employment authorization documents indicated a limited period of employment authorization.

(b) Former Employees. With respect to all former employees who left the employment of the Business within two years prior to Closing, Contributing Party has complied with IRCA with respect to the maintenance of Forms I-9 for at least three years after the date of hire or for one year beyond the date of termination, whichever is later. A true and complete list of all terminated employees engaged in the Business and hired by Contributing Party less than two years prior to Closing or terminated less than one year prior to Closing, true and complete copies of all Forms I-9 maintained for former employees pursuant to IRCA, and any and all copies of documentation, records or other papers retained with Forms I-9, have been previously delivered to Company.

(c) Visa Status. Contributing Party has not hired any individuals working under INS authorization in E, F, H, J, L, M, N, O, P or TN Visa Status.

(d) Authorization to Work in U.S. Contributing Party has not knowingly (as defined in Section 274a.1(l) of Title 8, Code of Federal Regulations) hired or continued to employ an unauthorized alien in the United States. Within the 24 months preceding the execution of this Agreement, Contributing Party has not received any written notice of any inspection or investigation relating to its alleged noncompliance with or violation of IRCA, nor has it been warned, fined or otherwise penalized by reason of any failure to comply with IRCA.

(e) Effect of Transaction. The consummation of the transactions contemplated by this Agreement does not (i) give rise to any liability for failure to complete and update Forms I-9, or (ii) give rise to any liability for the employment of individuals not authorized to work in the United States or cause any current employee to become unauthorized to work in the United States.

7.9 Condition and Sufficiency of Tangible Purchased Assets. The tangible Assets (a) are fit and usable in all material respects for the purposes for which they are presently being used; (b) are in good operating condition and repair, ordinary wear and tear excepted; (c) will not require major overhaul or repair in the immediate future, (d) conform with all applicable laws, rules and regulations; (e) except for the Excluded Assets, constitute all of the assets and properties used by Contributing Party in connection with the operation of the Business; and (f) except for the Excluded Assets, are sufficient in both quantity and quality to conduct the operations of the Business as previously conducted.

7.10 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental or quasi-governmental agency, authority, commission, board or other body (collectively, a "Governmental Body") is required on the part of Contributing Party in connection with the transactions contemplated by this Agreement.

7.11 Financial Information. Prior to the date of this Agreement, Contributing Party has delivered to Company all financial information related to the Business as conducted by Contributing Party for the two years preceding the Effective Date (the "Financial Information"). The Financial information presents fairly the financial condition of Contributing Party at the dates specified and the results of its operations for the periods specified. The Financial Information does not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Information accurately and fairly reflects in all material respects all material transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by Contributing Party.

7.12 Absence of Undisclosed Liabilities. At Closing, the Business as conducted by Contributing Party will have no liabilities except for (a) liabilities disclosed in this Agreement and its Exhibits and Schedules; (b) trade payables and accrued expenses arising in the ordinary course of business consistent with past practices; and (c) obligations to be performed in the ordinary course of business consistent with past practice under Material Agreements.

7.13 Absence of Material Changes. Except for the transactions contemplated by this Agreement, since January 1, 2009, there has not been:

7.13.1 any material adverse change in the Business;

7.13.2 any damage, destruction or loss to any tangible Asset not adequately covered by insurance, which uninsured damage, destruction or loss materially and adversely affects the Business or Assets, nor has there been any damage, destruction or loss to any tangible Asset (other than operating losses determined without regard to insurance coverage), aggregating more than $5,000;

7.13.3 any union organizational activities, strikes, work stoppages, or other material labor trouble;

7.13.4 any new Encumbrance (other than those arising by operation of law) created on any of the Assets, or assumed by Contributing Party with respect to any of the Assets;

7.13.5 any sale, transfer, removal from the Business premises or other disposition of any material tangible asset of Contributing Party (excluding any Excluded Asset) except for (i) sales of inventories and (ii) assets consumed or disposed of in the ordinary course of business;

7.13.6 any action taken by Contributing Party to amend, terminate or waive any material right relating to the Business other than in the ordinary course of business;

7.13.7 any transfer or grant of any material rights under any leases, licenses, agreements, trademarks or trade names used in Contributing Party's business;

7.13.8 any transaction, contract or commitment made or entered into other than in the ordinary course of business;

7.13.9 any material change with respect to the operations of the Business, including the method of accounting, or any loss of or material change with respect to any supplier or distributor relationships;

7.13.10 any change in accounting methods or principles used by Contributing Party with respect to the Business;

7.13.11 any other event or condition of any character subject to Contributing Party's control or caused by Contributing Party and materially and adversely affecting the results of the Business; or

7.13.12 any agreement of Contributing Party to take any of the actions described in the preceding clauses, except as contemplated by this Agreement.

7.14 Compliance With Laws. Contributing Party's use, operation and maintenance of the Assets during the past five years has been in material compliance with, and has not violated or contravened in any material respect, all applicable statutes, laws, ordinances, decrees, orders, rules or regulations of any Governmental Body, including without limitation, federal, state and local laws relating to employment and labor matters.

7.15 Permits. Contributing Party owns or possesses from each appropriate Governmental Body all right, title and interest in and to all permits, licenses, authorizations, approvals, quality certifications, franchises or rights (collectively, "Permits") issued by any Governmental Body required in connection with the conduct of the Business. No loss or expiration of any such Permit is pending, threatened or reasonably foreseeable, other than expiration in accordance with the terms thereof.

7.16 Material Agreements.

7.16.1 Contributing Party has delivered or made available to Company each agreement and arrangement relating to the Business, whether written or oral, (x) to which Contributing Party is a party or by which Contributing Party or any of the Assets is bound and (y) that is material to the Business or the Assets (collectively, the "Material Agreements"), including without limitation (i) any product development, supply or other agreements or arrangements pursuant to which third parties are or will be entitled or obligated to purchase or use any of the Assets; (ii) any leases or licenses with a term of 30 days or more; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment; (iv) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (v) any agreement evidencing, securing or otherwise relating to any indebtedness in excess of $1,000 for which Contributing Party has any liability, (vi) any agreement with or for the benefit of any director, officer or employee of Contributing Party, or any affiliate or family member thereof; and (vii) any other agreement or arrangement pursuant to which Contributing Party could be required to make or be entitled to receive aggregate payments in excess of $1,000 and which is not cancelable without penalty upon 30 days' notice.

7.16.2 Contributing Party has performed all of its obligations in all material respects under each Material Agreement, and there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) of any material provision under any Material Agreement.

7.16.3 Each Material Agreement is valid, binding and in full force and effect and enforceable in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to general principles of equity. There has been no termination or threatened termination or notice of default, under any Material Agreement. Contributing Party has delivered to Company a copy of each written Material Agreement.

7.16.4 No consent of any person or Governmental Body is required in connection with the assignment to and assumption by Company of any Material Agreement in connection with the transactions contemplated by this Agreement.

7.17 Intellectual Property Rights. Contributing Party has delivered or made available to Company a complete list of all patents, trademarks, service marks, trade names, domain names and copyrights, and applications for and licenses (to or from Contributing Party) with respect to any of the foregoing that is (a) owned by Contributing Party and used by or useful to the Business, or (b) used by Contributing Party with respect to the Business. Contributing Party owns or has the unrestricted right to use all Intellectual Property and all other computer software and software licenses, intellectual property, proprietary information, trade secrets, material and manufacturing specifications, drawings and designs included in the Assets or necessary in connection with the operation of the Business without infringing on or otherwise acting adversely to the rights or claimed rights of any person. Contributing Party is not obligated to pay any royalty or other consideration to any person in connection with the use of any such Intellectual Property. No person is infringing on the rights of Contributing Party in any of its Intellectual Property.

7.18 Software.

7.18.1 The Software will perform in accordance with the Documentation; however, Contributing Party does not warrant that the operation of the Software will be uninterrupted or error-free;

7.18.2 The Documentation contains an accurate and complete list of all third party software and the minimum hardware requirements necessary to operate the Software;

7.18.3 The Software is compatible with and runs on the combination of the servers or other computer hardware (regardless of location, type of number of processors), operating system and other technical architecture elements with which the Software is designed to operate, specified in, and in any operating environment described in, the Documentation;

7.18.4 The media on which the Software is delivered will be free from defects;

7.18.5 the Software delivered by Licensor does not contain any computer code that is designed to:

(a) Disrupt, disable, erase, alter, harm, or otherwise impair in any manner the operation of the Software or any other software, firmware, files, data, hardware, computer software or networks (sometimes referred to as "viruses" or "worms"); or

(b) Disrupt, disable, erase, alter, harm, or otherwise impair in any manner the operation of the Software based on the elapse of a period of time, exceeding an authorized number of copies, users or Servers or the advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks," or "drop dead" devices); or

(c) Permit Contributing Party to access the Software to disable or impair in any way its operations (sometimes referred to as "traps," "access codes" or "trap door" devices) or any other similar harmful, malicious or hidden procedures, routines or mechanisms that would cause the Software to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with the users' operations, including Trojan horses; or

(d) Perform any other functions other than those specified in the Documentation.

7.19 Principal Customers and Suppliers. Contributing Party has delivered or made available to Company a list of the ten largest hospital customers of the Business by dollar volume (with the amount of revenues attributable to each such hospital customer) for the 11 months ended November 30, 2009 and for the year 2008. CarePayment, LLC is the sole supplier of hospital recourse consumer credit accounts of the Business.

7.20 Trade Payables. The trade payables constituting Assumed Liabilities represent bona fide and undisputed obligations of Contributing Party relating only to the Business and were incurred by Contributing Party in the ordinary course of business.

7.21 Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Company directly with Contributing Party without the intervention of any person or entity on behalf of Company in such manner as to give rise to any valid claim by any person or entity against Contributing Party for a finder's fee, brokerage commission, or similar payment.

7.22 Disclosures. No representation or warranty or other statement made by Contributing Party in this Agreement, the Disclosure Schedule and any other documents or certificates delivered in connection with this Agreement contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

8. Representations and Warranties of Company. Company represents and warrants to Contributing Party as follows:

8.2.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Amended and Restated Articles of Incorporation, as amended, or Bylaws of Company; or

8.2.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation, order, or judgment applicable to Company.

8.4 Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Company directly with Contributing Party without the intervention of any person or entity on behalf of Company in such manner as to give rise to any valid claim by any person or entity against Contributing Party for a finder's fee, brokerage commission, or similar payment.

9. Indemnification.

9.2 Company Indemnification. Company will defend, indemnify and hold Contributing Party and its respective directors, shareholders, employees, agents, successors and assigns harmless from and against any and all claims, losses or liabilities (including reasonable attorney fees, court costs and expenses of investigation as determined by a court of competent jurisdiction) incurred by any indemnified party: (i) as a result of any breach of any of Company's representations, warranties or covenants contained in this Agreement, (ii) with respect to any of the Assumed Liabilities or (iii) with respect to Company's use of the Assets following the Closing Date.

10. Termination.

10.1 Termination Events. Except as provided in Section 10.2, this Agreement may be terminated at any time prior to the Closing:

10.1.1 by mutual written consent of Contributing Party and of Company;

10.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;

10.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (b) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;

11. Miscellaneous Provisions.

If to Company:	WS Technologies LLC
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

If to Contributing Party:	Aequitas Capital Management, Inc.
	Attn: Legal Department
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

11.4 Governing Law. This Agreement will be construed, governed and enforced in accordance with the laws of the State of Oregon, without regard to its choice of law provisions.

11.5 Exhibits and Schedules. The exhibits and schedules attached to this Agreement are incorporated into and are a part of this Agreement.

[Signature Page Follows]

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

COMPANY:	WS Technologies LLC
	By microHelix, Inc., its Manager

	By	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
		Secretary

CONTRIBUTING PARTY:	AEQUITAS CAPITAL MANAGEMENT, INC.

	By	/s/ Xxxxxx X. Jesenik
		Xxxxxx X. Jesenik
		President

Signature Page to WS Technologies, LLC Contribution Agreement (ACM

Exhibit E

Form of Contribution Agreement with microHelix

Exhibit E

CONTRIBUTION AGREEMENT

This Agreement is made and entered into effective as of December 30, 2009 (the "Effective Date"), by and between WS Technologies LLC dba Windswept Technologies, an Oregon limited liability company ("Company"), and microHelix, Inc., an Oregon corporation ("Contributing Party").

Background

A. Contributing Party and certain other parties have entered into an Operating Agreement (the "Operating Agreement") pursuant to which Company will service and collect consumer receivables generated by hospitals on a recourse basis with respect to the hospital as a result of the contribution by Contributing Party of 1,000,000 shares of Series D Preferred Stock (the "Series D Preferred Stock") of Contributing Party and warrants to purchase up to 65,100,917 shares of Class B Common Stock of Contributing Party at an exercise price of $0.001 per share (the "Warrants") and certain assets contributed by the other parties to the Operating Agreement, who collectively will own all of the ownership interests in Company.

C. Contributing Party wishes to make the contribution of the Series D Preferred Stock and the Warrants in return for the receipt of ownership interests of Company.

Agreement

In consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1. Contribution. Subject to the terms and conditions set forth in this Agreement, Contributing Party agrees to transfer to Company at Closing (defined below) the Series D Preferred Stock and the Warrants.

2. Ownership Interests. Concurrently with Contributing Party's contribution of the Series D Preferred Stock and the Warrants to Company at Closing, and in exchange for the Series D Preferred Stock and the Warrants, Company will issue to Contributing Party a 50% ownership interest in Company, which will be held by Contributing Party pursuant to the terms of and will have all of the rights set forth in the Operating Agreement.

3.1.4 Transfer Documents; Other Agreements. At Closing, Company will have received:

(a) A Subscription Agreement for the Series D Preferred Stock in the form of attached Exhibit A executed by Contributing Party;

(b) A Warrant Agreement in the form of attached Exhibit B executed by Contributing Party;

(c) A fully executed Contribution Agreement between Company and Aequitas Capital Management, Inc. in the form attached as Exhibit C;

(d) A fully executed Contribution Agreement between Company and CarePayment, LLC in the form attached as Exhibit D; and

(e) A fully executed Operating Agreement.

3.2.3 Certificate. Contributing Party will have been provided with a certificate executed by Company to the effect that, as of the Closing, the conditions set forth in Sections 3.2.1 and 3.2.2 have been duly satisfied.

3.2.4 Operating Agreement. At Closing, Contributing Party will have received a fully executed Operating Agreement.

4. Other Agreements.

4.1 Further Assurances. At any time or from time to time after the Closing, at Company's request and without further consideration, Contributing Party will execute and deliver to Company such other instruments of transfer, conveyance, assignment, and confirmation, provide such materials and information, and take such other actions as Company may reasonably deem necessary in order more effectively to transfer, convey, and assign to Company, and to confirm Company's title to, the Series D Preferred Stock and the Warrants, and to assist Company in exercising all rights with respect thereto, and otherwise to cause Contributing Party to fulfill its obligations under this Agreement.

5. Representations and Warranties of Contributing Party. Except as is otherwise disclosed on Schedule 5 to this Agreement (the "Disclosure Schedule") Contributing Party represents and warrants to Company that:

5.1 Authorization. Contributing Party is a limited liability company duly organized and validly existing under the laws of the state of Oregon. Contributing Party has all requisite organizational power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Contributing Party's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action and Contributing Party has duly executed and delivered this Agreement, which constitutes the valid and binding obligation of Contributing Party, enforceable in accordance with its terms. Contributing Party has made available to Company true, correct and complete copies of Contributing Party's authorizing board and shareholder resolutions relating to the transactions contemplated by this Agreement.

5.2 Investment. Contributing Party is not acquiring the ownership interest issued to it under the Operating Agreement with a view to or for sale in connection with any further distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

5.3 Valid Issuance of Securities. The shares of Series D Preferred Stock and the Warrants, upon issuance to Company in accordance with the terms of this Agreement, will be duly authorized, fully paid and nonassessable.

5.4 No Conflicts. The execution and delivery by Contributing Party of this Agreement do not, and the performance by Contributing Party of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby will not:

5.4.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Amended and Restated Articles of Incorporation, as amended, or Bylaws of Contributing Party; provided, however, that Company expressly acknowledges that Contributing Party does not currently have sufficient authorized shares of common stock to allow for the exercise of all of the Warrants;

5.4.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation or order applicable to Contributing Party, or conflict with or result in a violation or breach of any term or provision of any judgment, injunction, decree, ruling or other charge applicable to Contributing Party; or

5.4.3 with respect to any contract to which Contributing Party is a party: conflict with or result in a violation or breach of such contract, constitute (with or without notice or lapse of time or both) a default under such contract, require Contributing Party to obtain any consent, or approval, or give any notice to or make any filing with any person or entity.

5.5 Litigation. There are no pending or threatened, claims, litigation, investigation, tax audit or proceedings of any nature against Contributing Party or to which Contributing Party is a party which could in any way impair Contributing Party's ability to fully perform its obligations under this Agreement.

5.6 Disclosures. No representation or warranty or other statement made by Contributing Party in this Agreement, the Disclosure Schedule and any other documents or certificates delivered in connection with this Agreement contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

6. Representations and Warranties of Company. Company represents and warrants to Contributing Party as follows:

6.1 Authorization. Company is a limited liability company duly organized and validly existing under the laws of the State of Oregon. Company has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Company's execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company enforceable in accordance with its terms.

6.2 No Conflicts. The execution and delivery by Company of this Agreement do not, and the performance by Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not:

6.2.1 conflict with or result in a violation or breach of any of the terms, conditions, or provisions of the Articles of Organization; or

6.2.2 conflict with or result in a violation or breach of any term or provision of any federal, state, or local law, rule, regulation, order, or judgment applicable to Company.

6.3 Litigation. There are no pending claims, litigation, investigation, tax audit or proceedings of any nature against Company or to which Company is a party which could in any way impair Company's ability to fully perform its obligations under this Agreement.

7. Indemnification.

7.1 Contributing Party Indemnification. Contributing Party will defend, indemnify and hold Company and its directors, shareholders, employees, agents, successors and assigns harmless from and against any and all claims, losses or liabilities (including reasonable attorney fees, court costs and expenses of investigation as determined by a court of competent jurisdiction) incurred by any such indemnified party as a result of any breach of any of Contributing Party's representations, warranties or covenants contained in this Agreement.

7.2 Company Indemnification. Company will defend, indemnify and hold Contributing Party and its respective directors, shareholders, employees, agents, successors and assigns harmless from and against any and all claims, losses or liabilities (including reasonable attorney fees, court costs and expenses of investigation as determined by a court of competent jurisdiction) incurred by any indemnified party as a result of any breach of any of Company's representations, warranties or covenants contained in this Agreement.

7.3 Notice and Defense of Claims. If either party to this Agreement ("Indemnitee") receives notice or otherwise obtains knowledge of any matter with respect to which the other party to this Agreement ("Indemnitor") may become obligated to hold harmless or indemnify Indemnitee under this Section 7, then Indemnitee will promptly deliver to Indemnitor a written notice describing such matter, provided that the failure to promptly deliver such notice will not affect the indemnification obligation except to the extent the Indemnitor is prejudiced or injured thereby. If such matter involves a third party, Indemnitor will have the right, at its option, to assume the defense of such matter at its own expense and with its own counsel, provided that such counsel does not have an actual or potential conflict of interest. If Indemnitor elects to and does assume the defense of such matter, (a) Indemnitee will fully cooperate as reasonably requested by Indemnitor in the defense or settlement of such matter, (b) Indemnitor will keep Indemnitee reasonably informed of developments and events relating to such matter, and (c) Indemnitee will have the right to participate without interfering with Indemnitor or its counsel, at its own expense, in the defense of such matter. So long as Indemnitor is in good faith defending Indemnitee in such matter, Indemnitee will not settle or compromise or attempt to contact any other parties to the dispute in such matter. Unless and until the Indemnitor assumes the defense with respect to such matter, Indemnitee will have the right (but not the obligation) to defend itself, or to enter into any reasonable settlement of such matter, without prejudice to any right of recovery against Indemnitor.

7.4 Payments to Indemnified Parties. An Indemnitor with an indemnification obligation under this Section 7 will promptly reimburse each Indemnitee for all amounts owed under this Section 7 from time to time at the Indemnitee's request.

7.5 Survival of Representations. The representations and warranties set forth in this Agreement will survive from and after the Closing Date through the applicable statute of limitations (and thereafter, to the extent a claim or action is made prior to such period, until such claim or action is finally resolved). No claim for indemnification pursuant to this Section will be made by any party based upon a breach or alleged breach of any representation or warranty unless written notice of such claim or action is received by the party against whom indemnification is sought prior to expiration of the survival period.

8. Termination.

8.1 Termination Events. Except as provided in Section 8.2, this Agreement may be terminated at any time prior to the Closing:

8.1.1 by mutual written consent of Contributing Party and of Company;

8.1.2 by Contributing Party or Company if the Closing has not occurred by January 31, 2010;

8.1.3 by Contributing Party or Company if: (a) there is a final nonappealable order of a Governmental Body in effect permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement; or (ii) there is any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Agreement after the date of this Agreement by any Governmental Body that would make consummation of the transactions contemplated by this Agreement illegal;

8.1.4 by Company if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Contributing Party, or if any representation or warranty of Contributing Party has become untrue, or in any case if any of the conditions set forth in Section 3.1 or Section 3.2 would not be satisfied; provided, that, if such inaccuracy in such representations and warranties or breach by Contributing Party is curable through the exercise of commercially reasonable efforts, then Company may terminate this Agreement under this Section 8.1.4 only if the breach is not cured within 30 days after the date of written notice from Company of such breach (but no cure period will be required for a breach which by its nature cannot be cured); or

8.1.5 by Contributing Party if it is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Company such that the conditions set forth in Section 3.2.1 or Section 3.2.2 would not be satisfied; provided, that, if such inaccuracy in Company's representations and warranties or breach by Company is curable by Company through the exercise of its commercially reasonable efforts, then Contributing Party may terminate this Agreement under this Section 8.1.5 only if the breach is not cured within 30 days after the date of written notice from Contributing Party of such breach (but no cure period will be required for a breach which by its nature cannot be cured).

8.2 Notice of Termination; Effect of Termination. Except as set forth in Section 8.1.1 any termination of this Agreement under Section 8.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party. Where action is taken to terminate this Agreement pursuant to Section 8.1, the terminating party must promptly deliver to the other party a notice setting forth the reason for the termination and the specific Section and subsection (as applicable) of this Agreement upon which the right of termination is based. In the event of termination of this Agreement as provided in Section 8.1, this Agreement will become void and there will be no liability on the part of any party to this Agreement, or their respective officers, directors, managers, members or shareholders; provided that each party will remain liable for any breaches of this Agreement prior to its termination.

9. Miscellaneous Provisions.

9.1 Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. The foregoing notwithstanding, neither party will be permitted to assign its rights or delegate its obligations under this Agreement to another party without the prior written consent of the other party to this Agreement.

If to Company:	WS Technologies LLC
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

If to Contributing Party:	microHelix, Inc.
	Attn: President
	0000 XX Xxxxxxx Xxxx, Xxxxx 000
	Xxxx Xxxxxx, XX 00000

9.3 Alterations and Waivers. The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy under this Agreement, whether by agreement of the parties or by custom, course of dealing or trade practice, will not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. No failure or delay by either party in exercising any right, power or remedy with respect to any of the provisions of this Agreement will operate as a waiver of such provisions with respect to such occurrences.

9.4 Governing Law. This Agreement will be construed, governed and enforced in accordance with the laws of the State of Oregon, without regard to its choice of law provisions.

9.5 Exhibits and Schedules. The exhibits and schedules attached to this Agreement are incorporated into and are a part of this Agreement.

9.6 Integration and Entire Agreement. This Agreement and the exhibits and schedules and other documents referred to in this Agreement set forth the entire understanding between the parties and supersede all previous and contemporaneous written or oral negotiations, commitments, understandings, and agreements relating to the subject matter of this Agreement and merge all prior and contemporaneous discussions between the parties.

9.7 Counterparts and Delivery. This Agreement may be executed in counterparts. Each counterpart will be considered an original, and all of them, taken together, will constitute a single Agreement. This Agreement may be delivered by facsimile or electronically, and any such delivery will have the same effect as physical delivery of a signed original. At the request of any party, the other party will confirm facsimile or electronic transmission signatures by signing an original document.

9.8 Definitions. Whenever used in this Agreement, (a) the term "including" will be deemed to mean "including without limitation", (b) the term "person" will be deemed to mean any natural person, corporation, limited liability company, partnership or other entity, and (c) the terms "will" and "shall" have the same meaning.

9.9 Attorney Fees. In the event suit or action is instituted to interpret or enforce this Agreement, the prevailing party will be entitled to recover its attorney's fees, including those incurred on appeal, as determined by the court or arbitrator.

9.10 Specific Performance. The parties acknowledge they would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would provide an inadequate remedy. Accordingly, in addition to any other remedy at law or in equity, the nonbreaching party will be entitled to injunctive relief to prevent breaches of this Agreement and specifically to enforce this Agreement without the need for posting any bond or other security.

9.11 Rules of Construction. The parties have been represented by separate counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the parties drafting such agreement or document.

[Signature Page Follows]

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

COMPANY:		WS TECHNOLOGIES LLC
		By microHelix, Inc., its Manager

		By
		Name
		Its

CONTRIBUTING PARTY:		MICROHELIX, INC.

		By
		Name
		Its

Signature page to WS Technologies, LLC Contribution Agreement (microHelix)

Document Metadata

Table of Contents

CONTRIBUTION AGREEMENT

Document Metadata