EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Incorporated by reference to Exhibit 2.2 to MGC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001Merger Agreement • April 5th, 2002 • Provider Healthnet Services Inc • Insurance agents, brokers & service
EXHIBIT 2 CONFIDENTIAL SUBJECT TO CONFIDENTIALITY AGREEMENT [PROVIDER HEALTHNET SERVICES INC. LOGO] [MEDGRUP LOGO] OPTION AND VOTING AGREEMENTOption and Voting Agreement • April 5th, 2002 • Provider Healthnet Services Inc • Insurance agents, brokers & service • Delaware
