EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Basic Care Networks Inc • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 10, 2006 (the “Agreement Date”) by and between Basic Care Networks, Inc., a Delaware corporation (the “Company”), and David Rapoport (“Executive”), with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • February 13th, 2006 • Basic Care Networks Inc • Texas
This Consulting Agreement (“Agreement”) is made as of December 12, 2005, by and between the undersigned Key Person (as defined in the Master Transaction Agreement) (“Consultant”), and Basic Health Care Networks of Texas, L.P., a Texas limited partnership (the “Purchaser”), in reference to the following:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 13th, 2006 • Basic Care Networks Inc • New York
This Consulting Agreement (“Agreement”) is made as of the ___ day of __________ 2005 by and between United Healthcare Management, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (the “Seller,” also referred to in this Agreement as the “Consultant”), and Basic Care Networks, Inc., a Delaware corporation (the “Company”), in reference to the following:
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 13th, 2006 • Basic Care Networks Inc • Texas
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/13/05, by and among Basic Health Care Networks of Texas, L.P., a Texas limited partnership (“Purchaser”) and Kenny Myers (“Obligor”). The Closing Date (as defined in the Master Transaction Agreement (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 13th, 2006 • Basic Care Networks Inc • Texas
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/12 2005, by and among Bruce E. Wardlay, (“Purchaser”) and Joel Brock (“Obligor”). The Closing Date (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.
ASSET PURCHASE AGREEMENT by and among BRUCE WARDLAY and REHABILITATION PHYSICIANS NETWORK, INC. and JOEL BROCK and JEFF ALAN KINGAsset Purchase Agreement • February 13th, 2006 • Basic Care Networks Inc • Texas
THIS ASSET PURCHASE AGREEMENT (“Asset Purchase Agreement”), dated and effective as of December 12, 2005, is by and among Bruce Wardlay, D.O. (the “Purchaser”) on the one hand and REHABILITATION PHYSICIANS NETWORK, INC., a Texas corporation (collectively, the “Clinic”), Dr. Joel Brock and Dr. Jeff Alan King (the “Physicians”) on the other hand.
FORM OF ASSIGNMENT AGREEMENTAssignment Agreement • February 13th, 2006 • Basic Care Networks Inc
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of _______________, 2006 by and between Bruce E. Wardlay, D.O. (the “Assignor”) and BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Assignee”) on the other hand.
BASIC CARE NETWORKS, INC. DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENTDirectors and Officers Indemnification Agreement • February 13th, 2006 • Basic Care Networks Inc • Delaware
THIS DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENT is entered into, effective as of February __, 2006 by and between Basic Care Networks, Inc., a Delaware corporation (the "Company"), and ___________________ ("Indemnitee").
MASTER TRANSACTION AGREEMENT by and among BASIC HEALTH CARE NETWORKS OF TEXAS, L.P. and BRUCE E. WARDLE’, D.O., P.A. IBERIA MEDICAL CLINIC, P.A. KINGSLEY MEDICAL CLINIC, P.A. LAKE JUNE MEDICAL CENTER, P.A. NORTHSIDE MEDICAL CLINIC, P.A. O’CONNOR...Master Transaction Agreement • February 13th, 2006 • Basic Care Networks Inc • Texas
THIS MASTER TRANSACTION AGREEMENT (“Master Transaction Agreement”), dated and effective as of December 12, 2005, is by and among BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Company”) on the one hand and 303 MEDICAL CLINIC, P.A. , a Texas professional association, BRUCE E. WARDLE’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC, P.A., a Texas professional association, KINGSLEY MEDICAL CLINIC, P.A., a Texas professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association, O’CONNOR MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT CARE CLINIC, P.A., a Texas professional association (collectively, the “Clinics”) and Bruce E. Wardlay, D.O. (“Physician”).
MANAGEMENT AGREEMENTManagement Agreement • February 13th, 2006 • Basic Care Networks Inc • Florida
MANAGEMENT AGREEMENT (this "Agreement") dated ____________, 200__, by and between Newco_____________, a Florida __________ having offices at 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida 33431 (hereinafter, "Management Company"), and Basic Care Networks, Inc., a Delaware corporation with its principle place of business at 4270 Promenade Way, Suite 226, Marina Del Ray, California 90292 (“Basic Health”) together with its wholly-owned subsidiaries consisting of Choice Medical Centers, Inc., Injury Treatment Center of Coral Springs, Inc., Chiro-Medical Associates of Hollywood, Inc., Injury Treatment Center of Boynton Beach, Inc., Injury Treatment Center of South Florida, Inc., Neuro Massage Therapists, Inc., Injury Treatment Center of Fort Lauderdale, Inc. and Southeast MRI, Inc. (individually, a “Subsidiary Entity” and collectively, the “Subsidiary Entities”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 13th, 2006 • Basic Care Networks Inc • Florida
This STOCK PURCHASE AGREEMENT (“Agreement”), dated as of November 22, 2005, is by and between Choice Medical Centers, Inc., a Florida Corporation having a corporate address of 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida. 33431 (“CMC”), CMC’s subsidiary and affiliate entities set forth in Exhibit A attached hereto, (CMC and the subsidiary and affiliate entities set forth in Exhibit A collectively referred to as “CMC Companies”), and the shareholders, members and/or owners (the “Shareholders”) of the CMC Companies (the CMC Companies and Shareholders collectively referred to as the "Seller"), and Basic Care Networks, Inc., a Delaware corporation having an address of 4270 Promenade Way, Suite 226, Marina Del Ray, CA 90292 ("Buyer"). Seller and Buyer may hereinafter be referred to individually as a "Party" and collectively as the "Parties."
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BASIC CARE NETWORKS, INC. HEALTH PLUS MANAGEMENT SERVICES, L.L.C., and STUART BLUMBERGMembership Interest Purchase Agreement • February 13th, 2006 • Basic Care Networks Inc • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated November 18, 2005, by and among BASIC CARE NETWORKS, INC., a Delaware corporation (the “Purchaser”), HEALTH PLUS MANAGEMENT SERVICES, LLC, a New York limited liability company (the “Company”), and STUART BLUMBERG (“Blumberg” or the “Principal”).
