EXHIBIT 3 OPERATING AGREEMENTOperating Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Nevada
ARTICLE I. THE CONTRIBUTION 1 1.1 The Capital Contribution 1 1.2 Effects of the Contribution 2 1.3 Resulting Ownership Structure of LLC 2 1.4 Closing; Effective Time of Contribution 2 1.5 Certificates of Incorporation and Bylaws 2 1.6 Managers,...Capital Contribution Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Delaware
EXHIBIT 5 ESCROW AGREEMENT THIS ESCROW AGREEMENT is entered into on _____________, 1999, by and among DYNAMIC ASSOCIATES, INC., a Nevada corporation ("Dynamic"), ACS2, Inc., a Delaware corporation ("ACS2"), ADVANCED CLINICAL SYSTEMS, INC., a Delaware...Escrow Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Tennessee
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Delaware
EXHIBIT 4Registration Rights Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Nevada
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, effective ______________, 1999, is between DYNAMIC ASSOCIATES, INC., a Nevada corporation ("Employer"), and KEVIN D. LEE ("Employee"). W I T N E S S E T H: WHEREAS, Employer and Employee want to enter...Employment Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Tennessee
THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH...Non-Statutory Option Agreement • May 18th, 1999 • Dynamic Associates Inc • Blank checks • Nevada
