X0202 5 2004-12-31 0 0 1 0001069308 PHARMAFRONTIERS CORP pftr.ob 0001293831 Rouse William 2408 TIMBERLOCH PLACE, SUITE B-7 THE WOODLANDS TX 77380 0 1 0 0 CFO Common Stock 2004-10-29 4 P 0 L 1250 A 151250 D Common Stock Option (right to buy) 3 2004-04-29 4 A 0 L 1 A 2009-04-29 Common Stock 100000 1 D 15% Subordinated Convertible Note 2004-10-29 4 P 0 L 1 12500 A 2005-11-30 Common Stock 1 D Warrant (right to buy) 2004-10-29 4 P 0 L 1 A Common Stock 1 D Purchased $12,500 of units consisting of a 15% subordinated convertible note, shares of commom stock and warrant. Vests in three equal installments on April 29, 2005, 2006 and 2007. For services rendered as executive officer. At a price to be determined in the future; but, at no less than $3.00. Not currently determinable; but, no later than November 30, 2005. Not currently determinable; but, in the event of an equity financing, the number of shares shall be determined by dividing the outstanding indebtedness by the weighted average gross offering price in the equity financing. If no equity financing, the number of shares shall be determined by dividing the outstanding indebtedness by $3.00. One year after issuance of warrant. Not currently determinable; but, in the event of an equity financing, the number of shares to be isseud will be determined by dividing the outstanding indebtedness by 50% of the weighted average gross offering price in the equity financing. If none, the number of shares to be issued will be determined by dividing the outstanding indebtedness by $3.00. To be issued on earlier of the equity financing or November 30, 2005. Immediately upon issuance of warrant. 50% of the weighted average gross offering price in an equity financing. If none, $3.00. C. WILLIAM ROUSE 2005-03-30