X0202 4 2005-01-21 0 0001069308 PHARMAFRONTIERS CORP pftr.ob 0001303311 McWilliams David 2408 TIMBERLOCH PLACE, SUITE B-7 THE WOODLANDS TX 77380 1 1 0 0 CEO Common Stock 2005-02-08 4 P 0 1500 A 4000 D Common Stock Option (right to buy) 3 2005-01-21 4 A 0 1 A 2010-01-21 Common Stock 50000 420000 D 15% Subordinated Convertible Note 2005-02-08 4 P 0 1 15000 A 2005-11-30 Common Stock 2 D Warrant (right to buy) 2005-02-08 4 P 0 1 A Common Stock 2 D Purchased $15,000 of units consisting of a 15% subordinated convertible note, shares of common stock and warrant. Vests in three equal installments on January 21, 2006, 2007, and 2008. For services rendered to the Company. 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. Immediately upon issuance of warrant. One year after issuance of warrant. Not currently determinable; but, in the event of an equity financing, the number of share to be issued 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 equity financing or November 30, 2005. 50% of the weighted average gross offering price in an equity financing. If none, $3.00. DAVID B. MCWILLIAMS 2005-03-30