-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fn0zeDzE3QanU0x7P3HW0n8khyQ0e/kXNCNAMyLGy2UH0RtfmdWjuHtttHEfZYYS bCcpaqmCd3yB9yV/Wp4XTQ== 0000890566-01-000183.txt : 20010226 0000890566-01-000183.hdr.sgml : 20010226 ACCESSION NUMBER: 0000890566-01-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010210 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IEXALT INC CENTRAL INDEX KEY: 0000313625 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751667097 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09322 FILM NUMBER: 1553299 BUSINESS ADDRESS: STREET 1: 4301 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 2816004000 MAIL ADDRESS: STREET 1: 4301 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: SUNBELT EXPLORATION INC DATE OF NAME CHANGE: 19980821 8-K 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2001 (February 10, 2001) iEXALT, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 75-1667097 NEVADA 00-09322 (IRS EMPLOYER (STATE OF INCORPORATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.) 12000 AEROSPACE AVENUE, SUITE 375 HOUSTON, TEXAS 77034 (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) (281) 464-8400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS iExalt, Inc., a Nevada corporation ("iExalt"), announced terms of the acquisition of certain assets of PsyCare America LLC, a Georgia limited liability company ("PsyCare") early last November. The assets purchased are related to the Rapha program that provides Christ-centered psychiatric treatment and professional counseling which focuses on the physical, psychological, and spiritual dimensions of a person in need. Four assigned customer contracts formed the primary value of the purchased assets and each contract was subject to consent by the related customer. iExalt and PsyCare agreed to mutually use reasonable efforts to obtain the consent of assignment of each customer and formal certification agreeable to each party within one hundred eighty days of the effective date. iExalt and PsyCare have been successful in the negotiations with each customer and have received preliminary indication that formal certification will be achieved per the terms of the asset purchase agreement. Purchased assets include the four assigned contracts, all rights, title and interest to and under any and all trademarks, tradenames, and service marks used in connection with the trademark "Rapha", and all goodwill associated therewith, domain names Rapha-Hope and Raphacare, a toll free telephone number, customer lists, related files, trade secrets, confidential information, proprietary rights, inventory of printed material, software, and certain licenses and agreements. Obligations assumed include possible severance payments and accrued days leave related to selected employees and obligations related to the assigned contracts and license agreement. As consideration for the acquisition, iExalt issued a total of 200,000 of its common shares to PsyCare at the first closing on November 1, 2000. At the final closing on November 1, 2002 iExalt will issue common shares equal to the final valuation. Each assigned contract that is ultimately formally certified as valid increases the value of the purchase consideration by $200,000. Terms of the agreement indicate that final valuation will not exceed $1,000,000 of value in any case and final closing will occur two years after the first closing. If at the final closing the value of such shares issued to PsyCare at the first closing is equal to or greater than the final valuation, then no further consideration is due. If the value of such shares is less than the final valuation, then iExalt will issue the number of shares of its common stock to equal the final valuation. iExalt also agreed to grant certain registration rights with respect to any of its common shares that are issued to PsyCare. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. The significance test related to the purchase price and value of the acquirer's assets falls below the scope of required financial statements. 2 (b) Pro Forma Financial Information. Not applicable. The significance test related to the purchase price and value of the acquirer's assets falls below the scope of required pro forma financial information. (c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION 2.1 Amended and Restated Asset Purchase Agreement, dated February 12, 2001, between iExalt, Inc. and PsyCare America LLC. 4.1 Registration Rights Agreement, dated November 1, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. DATE: February 23, 2001. iExalt, Inc. By: /s/ CHRIS L. SISK --------------------------------- Chris L. Sisk Executive Vice President and Primary Financial Officer 3 INDEX TO EXHIBITS The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION 2.1 Amended and Restated Asset Purchase Agreement, dated February 12, 2001, between iExalt, Inc. and PsyCare America LLC. 4.1 Registration Rights Agreement, dated November 1, 2000. 4 EX-2.1 2 0002.txt EXHIBIT 2.1 AMENDED AND RESTATED ASSET PURCHASE AGREEMENT THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the "Agreement") entered into as of February 12, 2001 is between iEXALT, Inc., a Nevada corporation, ("Buyer") and PsyCare America LLC, a Georgia limited liability company (the "Company"). Whereas, Buyer and Company are parties to that certain Asset Purchase Agreement dated November 1, 2000 (the "Asset Purchase Agreement"); Whereas, Buyer and Company wish to amend and restate the Asset Purchase Agreement to clarify certain terms; Whereas, Buyer and Company agree that this Agreement shall be effective as of November 1, 2000 and shall replace the Asset Purchase Agreement in its entirety; Now, therefore, Buyer and Company agree as follows: BACKGROUND The Company is engaged in the business of providing Christian-based therapy programs (the "Business"). The Company has agreed to sell the assets described below and to assign to Buyer its rights and obligations under certain contracts. Buyer desires to purchase such assets and to assume certain liabilities and obligations of the Company as described below. In consideration of the foregoing and the mutual promises contained herein, the parties herein covenant and agree as follows: 1. PURCHASE AND SALE OF ASSETS. 1.1 CONVEYANCE OF ASSETS. At the First Closing (as defined in Section 2 below), the Company shall sell, assign, convey, deliver and transfer to Buyer those certain assets listed on Schedule 1.1 hereto (the "Assets"), and the Buyer shall accept and purchase the Assets from the Company, subject to the terms and conditions set forth in this Agreement. 1.2 ASSUMPTION OF LIABILITIES. At the First Closing, Buyer shall assume and undertake to pay, honor and discharge all liabilities and obligations of the Company listed on Schedule 1.2 (i) to the extent they constitute valid and legally enforceable claims against the Company (the "Assumed Liabilities"). The assumption by Buyer of the Assumed Liabilities shall not expand the rights or remedies of any third party against Buyer or the Company as compared to the rights and remedies which such third party would have had against Buyer or the Company had Buyer not assumed such liabilities. 1 1.3 PURCHASE PRICE. The purchase price for the Assets shall be payable in shares of Common Stock of Buyer as follows: (a) at the First Closing, Buyer shall deliver to the Company 200,000 shares of Common Stock, $.001 par value, of Buyer (the "Initial Shares"), in such denominations as the Company shall designate. (b) at the Final Closing (as defined in Section 2 below), Buyer shall deliver to the Company such number of shares of Common Stock, $.001 par value, of Buyer (the "Final Shares") as is equal to the Final Valuation. The "Final Valuation" shall be equal to $200,000 per contract or substantial value (as defined in Section 1.4 below) , not to exceed $1,000,000 in total Such Final Valuation shall be based upon a certification by the Company which is agreed to by Buyer that such contracts have been assigned or value received by Buyer, within 180 days of the First Closing. The Final Shares shall be equal to the Final Valuation divided by the average closing price of the Common Stock, as reported on the Over-the-Counter NASD (or such other exchange or reporting system on which Buyer's Common Shares are traded), for the thirty (30) trading days preceding the third business day before the Final Closing (the "Market Price"), less the Initial Shares. The Initial Shares and the Final Shares are collectively referred to as the "Shares". If the market value of the Initial Shares at the Final Closing is greater than Final Valuation amount, the Company shall not be obligated to return any of the Initial Shares to the Buyer. 1.4 ASSIGNED CONTRACTS. The Company agrees that, at the request of the Buyer, it shall use reasonable efforts to obtain the consent of any third party required for the effective and valid assignment and transfer of any Assigned Contract (as defined in Section 4.8 below) or otherwise to cooperate to obtain for Buyer the economic benefit of the Assigned Contract. 2. CLOSING. The closing date of the transactions provided for in this Agreement (the "First Closing") shall be November 1, 2000, at a time and place mutually agreeable to the parties. The Final Closing shall take place on November 1, 2002. 3. CERTAIN COVENANTS. In consideration of their respective entry into this Agreement, the Buyer and the Company do hereby covenant and agree as follows: 3.1. EMPLOYEES. (a) Except for those employees listed on Schedule 3.1, Buyer is under no duty or obligation to hire any of the current employees of the Company and Buyer will have no obligation to any employees not listed on Schedule 3.1 for any accrued benefits or other rights. (b) The Buyer and the Company agree that those employees who accept an offer of employment from the Buyer (if the Buyer extends any such offer) will become employees of the Buyer effective at the First Closing and will cease to be employees of the Company as of that time. The Buyer agrees to assume liability for accrued, but unused paid days leave for such employees, as indicated on Schedule 3.1. (c) The Company shall be responsible for the payment of severance pay to the employees of the Company who are not offered or do not accept employment with Buyer to the extent same may be payable, if at all, under the current severance policy of the Company. Buyer agrees to pay any severance payment, if any, which may become due and payable to employees who accept employment with Buyer. (d) The Company shall provide the necessary notices and comply with all other requirements regarding continuation of medical coverage under the Consolidated Omnibus Budget Reconciliation's Act of 1985 (COBRA) with 2 respect to those employees who cease to be employed by the Company as of the First Closing. 3.2 Access to Information. Buyer agrees to provide reasonable access to business and patient records and files transferred to Buyer pursuant to this Agreement to the extent that such access may be required by the Company in connection with matters relating to or affected by the operations of the Company or the Assets prior to the First Closing. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company covenants, represents and warrants to the Buyer as follows: 4.1. ORGANIZATION AND AUTHORITY. The Company is duly organized, validly existing and in good standing under the laws of Georgia, and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and all other agreements executed and delivered to the Buyer in connection herewith have been duly executed and delivered by the Company, have been effectively authorized by all necessary action, corporate or otherwise, and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms. 4.2. NO CONFLICT OR BREACH. Except as set forth on Schedule 4.2, the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not constitute a breach of any of the terms or provisions of, or a default under, any agreement, indenture or other instrument to which the Company is a party. 4.3. APPROVALS. Except as listed on Schedule 4.3, no consent, approval or authorization prescribed by any law, rule or regulation, or by any agreement to which the Company is a party or by which it is bound or affected, is required in order to permit the consummation of the transactions contemplated by this Agreement. 4.4. LITIGATION: NO LEGAL BAR. There are no proceedings pending, or to the knowledge of the Company, threatened against the Company, including, without limitation, any investigation, audit, lawsuit, arbitration or other legal proceedings whatsoever except as listed in Schedule 4.4. The Company is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement, and no action or proceeding is pending or, to the best of the Company's knowledge, threatened against the Company which questions the validity of this Agreement or any of the actions which the parties hereto have taken in connection herewith or which it is contemplated they shall take in connection herewith. 4.5. FINANCIAL STATEMENTS. The financial statements of the Company, attached hereto as Schedule 4.5 ( the "Financial Statements") fairly present the financial condition of the Company as of their respective dates and the results of the operations of the Company for the periods indicated. All of the Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. 4.6. OWNERSHIP OF THE ASSETS. The Company is the lawful owner of and has good title to each of the Assets, and has conveyed them to Buyer free and clear of all liens and encumbrances. 4.7. LIABILITIES. Except as disclosed in the Financial Statements or on Schedule 4.7, the Company has no liabilities, actual or contingent, except for liabilities that have arisen in the ordinary course of the Company's Business from and after the date of the most recent Financial Statements. 4.8. ASSIGNED CONTRACTS. The Company has not breached any material provision of any Assigned Contract, and, to the knowledge of the Company, no third party has breached any material provision of any Assigned Contract. Except as disclosed on Schedule 4.8, to the knowledge of the Company, the consummation of the transactions 3 contemplated by this Agreement will not give any third party the right to alter or terminate any Assigned Contract. 4.9. ACCURACY OF INFORMATION FURNISHED. The Company has not made any material misstatement of fact or omitted to state any material fact necessary or desirable to make complete, accurate and not misleading the representations, warranties and agreements set forth herein, or in any exhibit of Schedule hereto or certificate or other document furnished in connection herewith. 4.10. SECURITIES LAW COMPLIANCE. (i) The Company has been represented by such legal and tax counsel and others as the Company has found necessary to consult concerning this transaction, and such representation has included an examination of applicable documents and an analysis of tax, financial and securities law aspects. The Company, together with such counsel and advisors, have sufficient knowledge and experience in business and financial matters to evaluate the information furnished and the merits and risks of information contemplated by this Agreement and to make an informed investment decision with respect thereto; (ii) Buyer has made available to the Company, its counsel and advisors, prior to the date hereof, the opportunity to ask questions of and to receive answers from Buyer and its representatives, concerning the terms and conditions of the Acquisition and access to obtain any information, documents, financial statements and records relative to Buyer, its business and an investment in Buyer, and necessary to verify the accuracy of any information furnished. All materials and information requested by Buyer, its counsel and advisors, including any information requested to verify any information furnished to Buyer, has been made available; (iii) The Company is receiving Buyer's Common Stock for its own account, for investment purposes only, and not with a view to or for the transfer, assignment, resale or distribution thereof in whole or in part, except that Buyer's Common Stock may be distributed to the shareholders of the Company as part of any partial or complete liquidation of the Company or as a dividend to the Company's members. There is no prearranged plan to dispose of the Buyer's Common Stock. The Company understands the meaning and legal consequences of the foregoing representations and warranties. The Company is not an "underwriter" of the securities as that term is defined in Section 2(11) of the Securities Act of 1933 (the "1933 Act") and the Company will not take or cause any action to be taken that would cause the Company to be deemed an "underwriter" of the securities; (iv) The Company understands that the issuance of Buyer's Common Stock to the Company has not been registered under the 1933 Act nor pursuant to the provisions of the securities or other laws of any applicable jurisdictions. The Company further understands that the Buyer's Common Stock cannot be sold, assigned or otherwise disposed of until such sale, assignment or disposition is registered or an exemption from registration is available. 5. REPRESENTATION AND WARRANTIES OF BUYER. The Buyer represents and warrants to the Company as follows: 5.1. ORGANIZATION AND AUTHORITY. (a) The Buyer is duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority, corporate or otherwise, to carry on and conduct its business, own or lease its properties and assets and to execute, deliver and perform this Agreement, and to consummate the transactions contemplated hereby. 4 (b) This Agreement and all other agreements executed and delivered by the Buyer in connection herewith have been duly executed and delivered by the Buyer, have been effectively authorized by all necessary action, and constitute legal, valid and binding obligations of the Buyer enforceable in accordance with their respective terms. (c) Buyer has obtained all necessary consents, approvals, authorizations or estoppels of any other person or governmental or regulatory authority required to be obtained to authorize and permit the Company to acquire the Shares. The execution and delivery of this Agreement, and the consummation of the transactions contemplated herein by Buyer and the performance of the covenants and agreements herein, will not, with or without the giving of notice or the lapse of time, or both, (i) violate or conflict with any of the provisions of any Articles of Incorporation or Bylaws of Buyer; (ii) violate, conflict with or result in a breach or default under or cause termination of any term or conditions of any material mortgage, indenture, contract, license, permit, instrument, trust document, or other agreement, document or instrument to which Buyer is a party or by which Buyer or any of its properties may be bound; or (iii) violate any law or regulation. 5.2. LITIGATION, PROCEEDINGS, NO LEGAL BAR. No litigation, proceeding or governmental investigation or inquiry is pending or, to the best of Buyer's knowledge, threatened against Buyer that if determined against Buyer could have a material adverse effect on Buyer or the Shares or that seeks to delay, hinder or prohibit any of the transactions contemplated hereby. The Buyer is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement, and no action or proceeding is pending or, to the best of its knowledge, threatened against Buyer which questions the validity of this Agreement or any of the actions which the parties hereto have taken in connection herewith or which it is contemplated they shall take in connection herewith. 5.3 ISSUANCE OF SHARES. The issuance of the Shares has been duly authorized and, upon delivery of certificates therefor, such shares will have been validly issued and fully paid and will be nonassessable, and free and clear of all pledges, liens and encumbrances. The shares will be restricted shares. The Buyer's Common Stock is the only class of capital stock of Buyer, authorized or issued. 5.4 SEC DOCUMENTS. Buyer has timely filed with the SEC all material required, mandated documents, and will timely file all required SEC Documents (all such documents are collectively referred to as the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents complied or will comply in all material respects with the requirements of the 1933 Act or the 1934 Act, as the case may be, and none of the Buyer SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Buyer included or to be included in the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). 5.5 ACCESS TO INFORMATION. Buyer acknowledges that the Company has provided access to Buyer, prior to the date hereof, such information, documents, and records relative to its Business, the Assets and the Assumed Liabilities as Buyer has requested and Buyer has been provided the opportunity to ask questions and receive answers from the Company and its representatives. 5 5.6 INSURANCE. With respect to the Assigned Contract between the Company and Caritas Peace Hospital, as of the date hereof, Buyer has in effect insurance policies of the type and amount as required in the contract. The professional liability policy provides for coverage on all claims made after the First Closing. 6. RIGHT OF FIRST REFUSAL. In the event that the Company wishes to sell all or some of the Initial Shares prior to the Final Closing, the Company hereby grants to Buyer a right of first refusal (the "Right of First Refusal") to purchase the Initial Shares which the Company desires to sell. Each time the company proposes to sell any of the Initial Shares, the Company shall give written notice (the "Transfer Notice") to Buyer describing the number of shares proposed for transfer (the "Offered Shares") and the proposed transfer price (the "Offered Price"). Buyer shall have five business days from the date of the Transfer Notice to deliver a notice to the Company stating that Buyer wishes to exercise its Right of First Refusal with respect to all, but not less than all, the Offered Shares. If Buyer exercises its right of first refusal, the transfer of the Offered Shares shall take place within five (5) days by Buyer paying to the Company the aggregate Offered Price in cash or immediately available funds. If Buyer fails to exercise its Right of First Refusal within five days of the Transfer Notice or if Buyer fails to pay the Offered Price within five (5) days of exercising its Right of First Refusal, the Right of First Refusal shall expire with respect to the Offered Shares and the Company may conclude a transfer of the Offered Shares to any other party. 7. INDEMNIFICATION. 7.1. INDEMNIFICATION BY THE COMPANY. Provided that Buyer gives notice to the Company of any claims for indemnification hereunder within twelve (12) months of the First Closing, the Company hereby agrees to Indemnify and hold harmless the Buyer from and against any and all costs, losses, liabilities, damages, claims or expenses (including, without limitation, legal fees and expenses incurred in defending against any such claims) incurred by the Buyer arising out of or resulting from: (A) ANY MATERIAL MISREPRESENTATION, BREACH OF ANY REPRESENTATION OR WARRANTY, OR NON-FULFILLMENT OF ANY OBLIGATION OR COVENANT MADE BY THE COMPANY IN THIS AGREEMENT, ANY SCHEDULE HERETO, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED BY THE COMPANY IN CONNECTION HEREWITH; (b) Any tax liability for events occurring prior to the First Closing. (c) All claims based upon acts or omissions of the Company occurring on or prior to the First Closing and which are asserted after the First Closing against the Buyer or any assets related to the conduct of the Business by the Company and which were not specifically acquired or assumed by Buyer pursuant to this Agreement. 7.2 INDEMNIFICATION BY THE BUYER. The Buyer hereby agrees to indemnify and hold harmless the Company from and against any and all costs, losses, liabilities, damages, claims or expenses (including, without limitation, legal fees and expenses incurred in defending against any such claims) incurred by the Company and arising out of or resulting from any promise, representation, obligation or liability of the Buyer under this Agreement, including but not limited to Buyer's ownership, possession and use of the Assets upon and after the First Closing or accruing under any Assumed Liability and Assigned Contract. 7.3 INDEMNIFICATION LIMIT. In no event shall an Indemnified Party be entitled to payment in excess of the Purchase Price for any single or aggregate claim(s) made pursuant to sections 7.1 and 7.2 above, nor shall the Indemnified Party be entitled to payment unless the aggregate claims under this Agreement exceed twenty-five thousand dollars ($25,000); provided however that when such claims aggregate $25,000, the Indemnified Party shall be entitled to receive the full amount of all such claims, not to exceed the amount of the Purchase Price. 6 8. RESTRICTIVE COVENANTS. Without the prior written consent of Buyer, from and after the First Closing, the Company agrees not to engage in any Competitive Business anywhere within the United States of America (the "Territory") for a period of 24 months from the date of the First Closing (the "Restrictive Period"). As used herein, the term "Competitive Business" means the Business or any other business activity which would compete with the Business and shall include participation as an owner, shareholder, or partner. Furthermore, during the Restrictive Period, the Company shall not solicit any officer or other employee of Buyer to terminate his or her employment relationship with Buyer or solicit any customer of Buyer to divert to any entity or person the business of such customer. 9. MISCELLANEOUS. 9.1. NOTICE. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed given if delivered personally or one business day after having been mailed overnight express courier delivery, addressed as follows: IF TO THE COMPANY: PsyCare America LLC 4355 Shackleford Road Norcross, Georgia 30093 Attn: Bonnie L. Herron IF TO THE BUYER: iEXALT, Inc. 4301 Windfern Drive Houston, TX 77041 Attn: Donald Sapaugh 9.2. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Georgia. 9.3. COMPLETE AGREEMENT. This Agreement, including all documents and instruments delivered pursuant hereto, constitutes the complete agreement of the parties hereto and shall supersede all previous and contemporaneous negotiations, correspondence, commitments, agreements and understandings of the parties with respect to the transactions contemplated hereby. 9.4. TAXES AND MISCELLANEOUS EXPENSES. (a) The sales or use tax, if any, imposed in connection with the sale of any of the Assets shall be paid by the Company. (b) All other taxes and governmental charges including but not limited to real property taxes, personal property taxes and motor vehicle license fees, and payroll taxes shall be paid by the party upon whom the charge is imposed by law as of the First Closing. 9.5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The covenants, representations and warranties contained in this Agreement, and any certificates or other writings delivered by any of the parties pursuant to its consummation, shall survive the execution and delivery of this Agreement until all obligations hereunder have been performed. 7 9.6. FURTHER ASSURANCES. The Company and the Buyer covenant and agree to provide each other reasonable cooperation and assistance and to deliver additional documents reasonably requested by the other party to implement the transactions contemplated in this Agreement. 9.7. AMENDMENT AND WAIVER. No amendment, waiver or modification of this Agreement shall be effective unless it shall be in writing and signed by the party or parties against which such amendment or waiver is to be enforced. 9.8. SCHEDULES. The Schedules attached hereto are incorporated by reference into this Agreement and are a part hereof. 9.9. COUNTERPARTS. This Agreement may be executed in any number of separate counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. 9.10. ARBITRATION. Both parties agree to follow the RULES OF PROCEDURE FOR CHRISTIAN CONCILIATION of the Institute for Christian Conciliation (a division of Peacemaker Ministries) for any and all disputes concerning or arising out of this Agreement. Both parties agree that the Bible commands parties to make every effort to resolve disputes with each other in private and in obedience agree to proceed to legally binding arbitration before a mutually agreed arbitrator. Both parties realize that arbitration will be the exclusive remedy for potential disputes and may not later litigate these or any other related matters in civil court. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. iEXALT, INC. PSYCARE AMERICA LLC By: /s/ DONALD SAPAUGH By: /s/ J. LELAND STRANGE -------------------------------- ------------------------------ Title: CHAIRMAN/CEO Title: PRESIDENT ------------------ ------------------- Witness: /s/ CHARLES CAPERTON Witness: /s/ BONNIE HERRON -------------------------- ----------------- Title: PRESIDENT PREMIERCARE, LLC Title: VP & SEC -------------------------- -------------- 8 SCHEDULE 1.1 ASSETS 1. All right, title and interest of the Company in, to and under any and all trademarks and tradenames used in connections with the Business, including without limitation, the trademark "Rapha", and all goodwill associated therewith 2. All right, title and interest of the Company in, to and under any service marks used in connection with the Business of the Company 3. All registrations in any jurisdiction for the marks identified in parts 1 and 2 hereto. 4. All right, title and interest of the Company in the domain name, www. Rapha-Hope.com, WWW.RAPHACARE.COM, and any other Rapha related url. 5. The website at WWW.RAPHA-HOPE.COM and related websites. 6. The toll free phone number 800-383-HOPE and all subsidiary or other marketed toll free numbers. 7. All customer lists of the Company 8. Copies of all files related to the Assigned Contracts 9. All trade secrets, know how, confidential information and other proprietary rights of the Company. 10. All inventory of printed material, books, videos & tapes, clinical educational materials and admission packets which the Company has on hand as of the First Closing. 11. 11. All of the Company's interest in any software programs and licenses used in the Business 12. All right, title and interest of the Company in, to and under the following Assigned Contracts: a) License Agreement between PsyCare America, LLC, Robert McGee and Search Resources, Inc. dated June 1, 1994 and as amended July 1, 1996. b) Rapha Management Services Agreement with Caritas Peace Hospital dated December 5, 1997. c) Services and License Agreement with Willis Knighton Medical Center dated January 15, 1999. d) Services and License Agreement with Baptist Medical Center dated February 15, 1999. e) Services and License Agreement with Laureate Psychiatric Clinic and Hospital, Inc. dated March 15, 2000. f) Verbal agreement with Michael Weaver providing for the right to use the Rapha program for his personal counseling practice in return for a monthly fee. g) Verbal agreement with Christia Britt providing for the right to use the Rapha program for her personal counseling practice in return for a monthly fee. 14. Outpatient Programs in Dallas, Texas to the extent that these are assumed by Buyer 9 SCHEDULE 1.2 ASSUMED LIABILITIES 1. All of the Company's obligations and duties related to the Assigned Contracts, including the obligation to maintain in place general and professional liability and workers compensation insurance in the amounts required under each Assigned Contract. 2. The obligation related to Accrued Paid Days Leave for those employees listed on Schedule 3.1 3. Any severance payments, if any, after the First Closing payable to those employees listed on Schedule 3.1. 4. Obligations, if any, related to the License Agreement between PsyCare America, Robert McGee and Search Resources to the extent that the contract is assumed by Buyer. 10 SCHEDULE 3.1 EMPLOYEES HIRED BY BUYER & PDL HOURS AT 10/20/00 DALLAS, TX: Michael Schumacher 126.11 PDL hours LOUISVILLE, KY Melodee Marley 123.62 PDL hours Robert Ayers (5.87) PDL hours William Doyle 100.00 PDL hours 11 SCHEDULE 4.2 NO CONFLICT OR BREACH AND SCHEDULE 4.3 APPROVALS CERTAIN OF THE ASSIGNED CONTRACTS REQUIRE APPROVAL OF THE OTHER PARTY TO THE AGREEMENT PRIOR TO ASSIGNMENT AND THE OTHER PARTIES MAY WITHHOLD APPROVAL IN THEIR DISCRETION AND IN SOME INSTANCES MAY TERMINATE THE CONTRACTS. THE COMPANY HAS NOT SOUGHT APPROVAL OF THE OTHER PARTIES; CONSEQUENTLY, THE ONE OR MORE OF THE OTHER PARTIES MAY EXERCISE THEIR RIGHT TO TERMINATE THE CONTRACTS. THE FOLLOWING CONTRACTS REQUIRE CONSENT OF THE OTHER PARTY. o Contract with Caritas Peace Hospital o Contact with Willis Knighton o Contact with Baptist Medical Center o Contract with Laureate Psychiatric Clinic SCHEDULE 4.4 LITIGATION None SCHEDULE 4.5 FINANCIAL STATEMENTS Attached hereto SCHEDULE 4.8 ASSIGNED CONTRACTS Refer to the information provided in Schedule 4.2 and 4.3. 12 EX-4.1 3 0003.txt EXHIBIT 4.1 - -------------------------------------------------------------------------------- iEXALT, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 1 2000 - -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE 1. Certain Definitions............................................ 1 2. Company Definitions............................................ 2 (a) Notice of Registration.................................... 2 (b) Underwriting.............................................. 3 (c) Right to Terminate Registration........................... 3 3. Registration on Form S-3....................................... 3 (a) Request for Registration.................................. 3 (b) Limitations............................................... 3 4. Expenses of Registration....................................... 4 (a) Registration Expenses...................................... 4 (b) Selling Expenses.......................................... 4 5. Registration Procedures........................................ 4 6. Indemnification................................................ 5 (a) By Company................................................ 5 (b) By Holders................................................ 5 (c) Procedures................................................ 6 7. Information by Holders......................................... 6 8. Rule 144 Reporting............................................. 6 9. Transfer of Registration Rights................................ 6 10. Termination.................................................... 7 11. Governing Law.................................................. 7 12 Amendments and Waivers......................................... 7 13. Severability................................................... 7 14 Notices........................................................ 7 15. Counterparts................................................... 8 16. Titles and Subtitles........................................... 8 17. Arbitration.................................................... 8 EXHIBIT A Right Holders........................................................ 10 i iEXALT, INC. --------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of November 1 2000 by and between iExalt, Inc., a Nevada corporation (the "Company"), and PsyCare America, LLC, a Georgia limited liability company (the "Right Holder"). Together, the parties to this Agreement are referred to as the "Parties". R E C I T A L S : A. WHEREAS, the Company and the Right Holder are Parties to that certain Acquisition Agreement dated as of November 1, 2000, pursuant to which, among other things, certain assets of the Right Holder shall be acquired by the Company (the "Acquisition") and the Company shall issue shares of Common Stock, $.00 par value (the "iExalt Common Stock") to the Right Holder; and B. WHEREAS, in connection with the issuance of iExalt Common Stock, the Parties desire to provide for the registration of the iExalt Common Stock in accordance with the terms of this Agreement; NOW, THEREFORE, the Parties agree as follows: A G R E E M E N T : 1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the following respective meanings: "CLOSING DATE" shall mean the date of execution of this Agreement. "COMMISSION" shall mean the Securities and Exchange Commission of the United States or any other U.S. federal agency at the time administering the Securities Act. "HOLDER" shall mean the Right Holder and any assignee as permitted by Section 9. "INITIATING HOLDERS" shall mean in aggregate the Holders of fifty percent (50%) or more of the iExalt Common Stock that initiate a registration pursuant to this Agreement. "OTHER HOLDERS" shall mean the holders of the Company securities, other than the Initiating Holders, that are proposing or electing to distribute their securities pursuant to a registration under this Agreement. "REGISTRABLE SECURITIES" shall mean any shares of iExalt Common Stock and any share of Common Stock or other security issued or issuable in respect of such iExalt Common Stock upon any 1 stock split, stock dividend, recapitalization or similar event; provided, however, that such shares shall only be treated as Registrable Securities if they have not been (i) sold to or through a broker or dealer of underwriter in a public distribution or a public securities transaction or (ii) sold in a single transaction exempt from the registration and prospectus delivery requirements and restrictive legends with respect thereto have been removed upon the consummation or such sale. The terms "REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement by the Commission and such other governmental or regulatory bodies as are appropriate. "REGISTRATION EXPENSES" shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Section 2 and 3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements or counsel for the Company (but not fees and disbursements of special counsel for Holder, if any), blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar United States federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "SELLING EXPENSES" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holder. Other capitalized terms used herein without definition shall have the same meaning as set forth in the Acquisition Agreement. 2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If at any time during a two-year period commencing with the date of issuance of shares of iExalt Common Stock to the Right Holder (whether at the First Closing or the Second Closing), the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than: (i) a registration relating solely to employee benefit plans or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will: (A) promptly give to each Holder written notice thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 20 days after receipt of such written notice from the Company, by any Holder. 2 (b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as a part of the written notice given pursuant to Subsection 2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities and other securities to be included in such registration; provided, however, that the number of securities to be included for the account of the Holders shall not be so limited if any securities are to be included in such underwriting for the account of any person other than the Company or the Holders. The Company shall so advise all Holders proposing to distribute their securities through such underwriting and the number of shares that may be included in the registration and underwriting by all such Holders shall be allocated among them, as nearly as practicable, first, to the Company and second, pro rata among the Holders based upon the respective amounts of Registrable Securities that each such Holder has elected to include in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest one hundred shares. If any Holder disapproves of the terms of any such underwriting, he may elect, unless otherwise agreed in writing by such Holder, to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include Registrable Securities in such registration. 3. REGISTRATION ON FORM S-3. (a) REQUEST FOR REGISTRATION. If, at any time during the two-year period commencing with the date of issuance of shares of iExalt Common Stock to the Right Holder (whether at the First Closing or the Second Closing), the Initiating Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall file such registration statement with the Commission within 30 days after such request is received by the Company, and shall use its best efforts to cause the sale of such Registrable Securities to be registered for the offering on such form as soon as possible after such filing, to cause such Registrable Securities to be qualified in such jurisdictions as the Initiating Holders may reasonably request, and to cause such registration to remain effective for a two-year period. (b) LIMITATIONS. Notwithstanding the foregoing, the Company shall not be obligated to take action pursuant to this Section 3: (i) in any particular jurisdiction in which the Company would be required to 3 execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten days of the receipt of the request of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within 30 days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); provided, however, if the Holder elects to participate in such a registration statement, the Holder shall be entitled to include all of the shares requested to be included, notwithstanding the provisions of Subsection 2(b) hereof to the contrary; (iii) during the period starting with the date 30 days prior to the Company's estimated date of filing, and ending on the date six months immediately following the effective date, of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, if the Holder elects to participate in such a registration statement, the Holder shall be entitled to include all of the shares requested to be included, notwithstanding the provisions of Subsection 2(b) hereof to the contrary; or (c) The Company shall use its best efforts to make such timely filings with the Commission and to otherwise conduct its affairs so that the Company at all times shall be a registrant entitled to use Form S-3 to register the sale of the Registrable Securities. 4. EXPENSES OF REGISTRATION. (a) REGISTRATION EXPENSES. The Company shall bear all Registration Expenses incurred in connection with all registrations pursuant to Sections 2 and 3 hereof. (b) SELLING EXPENSES. Unless other stated, all Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders pro rata on the basis of the number of shares so registered. 5. REGISTRATION PROCEDURES. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will: (i) keep each Holder participating in such registration advised as to the initiation of each registration, qualification and compliance and as to the completion thereof; (ii) furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such parties may reasonably request in order to facilitate the public offering of such securities. 4 6. INDEMNIFICATION. (a) BY COMPANY. The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated specifically for use therein. If the Holders are represented by counsel other than counsel for the Company, the Company will not be obligated under this Subsection 6(a) to reimburse legal fees and expenses of more than one separate counsel for the Holders. (b) BY HOLDERS. Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this Subsection 6(b) shall be limited to an amount equal to the initial public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct of such Holder. 5 (c) PROCEDURES. Each Party entitled to indemnification under this Section 6 (the "INDEMNIFIED PARTY") shall give notice to the Party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term hereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 7. INFORMATION BY HOLDERS. As the Company may request in writing and only as shall be necessary to enable the Company to comply with the provisions hereof in connection with any registration, qualification or compliance referred to in this Agreement, all Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holders, the Registrable Securities held by them and the distribution proposed. 8. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times while the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); (ii) file with the Commission in a timely manner all mandated, material reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to any Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 9. TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to register securities granted Holders under Section 2 and 3 hereof may otherwise be assigned in connection with any transfer or assignment by a Holder of Registrable Securities provided that: 6 (i) such transfer may otherwise be effected in accordance with applicable securities laws; (ii) such transfer is effected in compliance with the restrictions on transfer contained in this Agreement and in any other agreement between the Company and the Holder. 10. TERMINATION. All rights granted and obligations imposed pursuant to Sections 2 and 3 of this Agreement shall terminate on the earlier of (i) two years after the Second Closing or (ii) as to each Holder, at such time as such Holder has sold all Registrable Securities held by it pursuant to Rule 144 or pursuant to a registration. 11. GOVERNING LAW. This Agreement will be governed by and construed under the internal laws of the State of Georgia. 12. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of a majority of the iExalt Common Stock with registration rights pursuant to this Agreement. Any amendment or waiver effected in accordance with this paragraph will be binding upon the Company and each Holder of any securities subject to this Agreement and future Holders of all such securities. 13. SEVERABILITY. If any provision of this Agreement or any portion thereof is finally determined to be unlawful or unenforceable, such provision or portion thereof shall be deemed to be severed from this Agreement. Every other provision, and any portion of such an invalidated provision that is not invalidated by such a determination, shall remain in full force and effect. 14. NOTICES. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy or telex; or three days after deposit with the United States Postal Service via first class mail, postage paid, registered or certified with return receipt requested, addressed, (i) if to the Company, to: iExalt, Inc. 4301 Windfern Drive Houston, TX 77041 Attn: Donald Sapaugh Telecopier: (281) 922-4114 (ii) if to PsyCare America, LLC, to: PsyCare America, LLC 4351 Shackleford Road Norcross, Georgia 30093 Attention: President Telecopier: (770) 381-2802 7 And if to any other Holder, at the address for such Holder maintained in the Company's records, in each case with a required copy to PsyCare America LLC at the address noted above. 15. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and any of which shall be enforceable against the person who has executed the same. 16. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 17. ARBITRATION. Both parties agree to follow the RULES OF PROCEDURE FOR CHRISTIAN CONCILIATION of the Institute for Christian Conciliation (a division of Peacemaker Ministries) for any and all disputes concerning or arising out of this Agreement. Both parties agree that the Bible commands parties to make every effort to resolve disputes with each other in private and in obedience agree to proceed to legally binding arbitration before a mutually agreed arbitrator. Both parties realize that arbitration will be the exclusive remedy for potential disputes and may not later litigate these or any other related matters in civil court. 8 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first-above written. "Company" iEXALT, INC. a Nevada corporation By: /s/ DONALD SAPAUGH ----------------------- Donald Sapaugh, President "Right Holder: PsyCare America, LLC a Georgia limited liability company By: /s/ J. LELAND STRANGE ------------------------- J. Leland Strange, President 9 EXHIBIT A RIGHT HOLDERS Number of Shares of iExalt Common Name Stock Held - ---------------------------------------------------------- ------------------ ------------------ Total: ================== 10 -----END PRIVACY-ENHANCED MESSAGE-----