{"id":43433,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investment-agreement-adventist-health-system-sunbelt-healthcare.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investment-agreement-adventist-health-system-sunbelt-healthcare","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/investment-agreement-adventist-health-system-sunbelt-healthcare.html","title":{"rendered":"Investment Agreement &#8211; Adventist Health System Sunbelt Healthcare Corp., Healthmagic Inc. and Empower Health Corp."},"content":{"rendered":"<pre>\n            ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION \n\n                               HEALTHMAGIC, INC.\n                                        \n                          EMPOWER HEALTH CORPORATION\n                                        \n                  __________________________________________\n\n\n                             INVESTMENT AGREEMENT\n                                        \n                  __________________________________________\n                                        \n\n\n\n                               January 29, 1999\n                                        \n                              \n\n \n                             INVESTMENT AGREEMENT\n                                        \n     This INVESTMENT AGREEMENT (the \"Agreement\") is made as of January 29, 1999,\nby and among Adventist Heath System Sunbelt Healthcare Corporation, a Florida\nnot-for-profit corporation (\"Adventist\"), HealthMagic, Inc., a Delaware\ncorporation (\"HMI\"), and Empower Health Corporation, a Texas Corporation\n(\"Empower\").\n\n                                   RECITALS\n                                        \n     WHEREAS, Adventist owns a majority of the issued and outstanding common\nstock, par value $.01 per share, of HMI (\"HMI Common Stock\");\n\n     WHEREAS, Adventist wishes to invest in 348,757 shares of Series C\nConvertible Preferred Stock, par value $.01 per share, of Empower (\"Series C\nPreferred Stock\") which, calculated on a Fully Diluted Basis currently\nrepresents 10% of the Common Stock of Empower;\n\n     WHEREAS, Empower wishes to invest in 10% of HMI Common Stock, calculated on\na Fully Diluted Basis; and\n\n     WHEREAS, concurrently with the execution of this Agreement, Adventist, HMI\nand Empower shall enter into the Related Agreements (as defined in Section\n1.2(ii) hereof).\n\n     NOW, THEREFORE, in consideration of the mutual agreements, covenants,\nrepresentations and warranties herein contained, and for other good, valid and\nbinding consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereto, intending to be legally bound, agree as\nfollows:\n\n                        ARTICLE 1. TERMS OF INVESTMENT\n                                        \n     1.1. Cross Investment.\n          ---------------- \n\n          (i)     Adventist Investment in Empower. At the Closing (as defined in\n                  ---------------------------------                             \nSection 1.2 below) Empower shall tender to Adventist 348,757 shares of Series C\nPreferred Stock (the \"Empower Shares\") which shall have the rights and\npreferences specified in the Certificate of Designation attached hereto as\nExhibit A. As of the date of this Agreement, the Empower Shares are convertible\n---------\ninto 348,757 shares of Empower Common Stock which, as of the date hereof,\nrepresent 10% of the Common Stock of Empower calculated on a Fully Diluted\nBasis. With respect to the shares of Empower Common Stock, \"Fully Diluted Basis\"\nmeans taking into account (1) the number of shares of Empower Common Stock\ncurrently outstanding, (2) the number of shares of Empower Common Stock issuable\nupon conversion of all of the outstanding shares of Empower Series A Preferred\nStock and the Empower Series B Preferred Stock (as each is defined in Section\n4.3 hereof), and the Series C Preferred Stock, (3) the number of shares of\nEmpower Common Stock issuable upon exercise of all outstanding options granted\nunder the Empower 1997 Stock Option Plan, and (4) the number of shares of\nEmpower Common Stock issuable upon exercise or conversion of all other\noutstanding options, warrants and convertible\n\n                                       1\n\n \nsecurities except the shares of Empower Common Stock issuable upon exercise of\nthe outstanding option for the holder of the Empower Series B Preferred Stock to\nacquire shares of Empower Common Stock or Series B Preferred Stock convertible\ninto shares of Empower Common Stock (the \"Superior Option\").\n\n          (ii)  Empower Investment in HMI. In consideration for the Empower\n                -------------------------                                  \nShares, at the Closing Adventist shall tender to Empower:\n\n                (a)  358,846 shares of HMI Common Stock (the \"HMI Shares\")\nwhich, as of the date hereof, represent 10% of the issued and outstanding Common\nStock of HMI calculated on a Fully Diluted Basis. With respect to the Common\nStock of HMI, \"Fully Diluted Basis\" means taking into account (1) the number of\nshares of HMI Common Stock currently outstanding, (2) the number of shares of\nHMI Common Stock issuable on the exercise of all outstanding options to purchase\nHMI Common Stock (\"HMI Employee Options\") under the HMI 1998 Omnibus Stock\nOption and Incentive Plan or otherwise, (3) the 18,595 shares of HMI Common\nStock issuable upon the exercise of the Warrant granted to Ziegler Financing\nCorporation on May 29, 1998 (the \"Ziegler Warrant\") for so long as outstanding,\nand (4) the number of shares of HMI Common Stock issuable upon exercise or\nconversion of all other outstanding options, warrants and convertible securities\nexcept the 448,507 shares of HMI Common Stock issuable upon exercise of the\nStock Purchase Warrant and Agreement between HMI and Sabratek Corporation dated\nNovember 18, 1998 (the \"Sabratek Warrant\").\n\n                (b)  $3.5 Million by wire transfer of immediately available\nfunds or by certified or bank check payable to Empower.\n\n     1.2. Closing.\n          --------\n\n          (i)    The Closing of the cross-investment (the \"Closing\") shall take\nplace at a mutually agreed upon time on January 29, 1999 (the \"Closing Date\")\nsimultaneously with the execution and delivery of this Agreement. At the\nClosing:\n\n                (a)  Empower shall deliver to Adventist a certificate\nrepresenting the Empower Shares issued in the name of Adventist, and\n\n                (b)  Adventist shall deliver to Empower a certificate\nrepresenting the HMI Shares, and $3.5 Million by wire transfer of immediately\navailable funds or by certified or bank check payable to Empower.\n\n          (ii)  The execution, delivery and effectiveness of this Agreement are\ncontingent upon the simultaneous execution and delivery of the following\nAgreements (the \"Related Agreements\") of even date herewith:\n\n                (a)  A Software Sale, License and Development Agreement (the\n\"PMR Sale and License\") between HMI and Empower.\n\n                (b)  The letter agreement (\"Letter Agreement\") between\nAdventist, HealthMagic, Empower, Donald W. Hackett and Superior Consultant\nHoldings Corporation (\"Superior\").\n\n                                       2\n\n \n                 (c)  A registration rights agreement between HMI, Adventist,\nEmpower and Sabratek Corporation (\"Sabratek\") (the \"HMI Registration Rights\nAgreement\").\n\n                 (d)  An amended and restated registration rights agreement\nbetween Empower, Adventist and Superior (the \"Empower Registration Rights\nAgreement\").\n\n                 (e)  A stock restriction agreement between HMI, Empower and\nAdventist (the \"HMI Stock Restriction Agreement\").\n\n                 (f)  A stock restriction agreement between Empower, Adventist\nand Donald W. Hackett, a shareholder of Empower (the \"Empower Stock Restriction\nAgreement\" and collectively with the Letter Agreement the HMI Stock Restriction\nAgreement, the Empower Registration Rights Agreement and the HMI Registration\nRights Agreement, the \"Related Stock Agreements\").\n\n          (iii)  At the Closing, the parties shall provide the following\ncertificates:\n\n                 (a)  HMI shall provide to Empower an officer's certificate\ncertifying the charter and by-laws of HMI,\n\n                 (b)  Adventist shall provide to Empower an officer's\ncertificate certifying the charter and bylaws of Adventist; and\n\n                 (c)  Empower shall provide to HMI and Adventist an officer's\ncertificate certifying (i) the charter and by-laws of Empower, (ii) the\nresolutions of the Board of Directors of Empower with respect to the approval of\nthis Agreement and the Related Agreements to which it is a party, and (iii) the\nresolutions of its Board of Directors with respect the adoption of the\nCertificate of Designation attached hereto as Exhibit A.\n                                              ---------\n\n          (iv)   At the Closing, all consents, approvals and other actions of\nand notices and filings with all entities and persons as may be necessary or\nrequired with respect to the execution and delivery by the parties of this\nAgreement and any of the Related Agreements shall have been obtained or waived\nin writing.\n\n        ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF HMI AND ADVENTIST\n                                        \n     In order to induce Empower to enter into this Agreement and the PMR Sale\nand License Agreement, HMI and Adventist jointly and severally represent and\nwarrant to Empower the following:\n\n     2.1. Organization and Corporate Power.  HMI is a corporation duly\n          ----------------------------------                         \norganized, validly existing and in good standing under the laws of the State of\nDelaware, and is qualified to do business as a foreign corporation in each\njurisdiction in which the failure to be so qualified would have a material\nadverse effect on the business, condition or results of operations of HMI. HMI\nhas all required corporate power and authority to carry on its business as\npresently conducted, to enter into this Agreement and the Related Agreements to\nwhich it is a party (the \"HMI Related Agreements\") and to carry out the\ntransactions contemplated hereby and thereby.\n\n                                       3\n\n \nHMI has made copies of the certificate of incorporation and bylaws of HMI, as\namended and restated to date (the \"HMI Charter\" and the \"HMI Bylaws,\"\nrespectively) available to Empower and said copies are correct and complete on\nthe date hereof.\n\n     2.2. Authorization and Non-Contravention.  This Agreement and the HMI\n          -----------------------------------                          \nRelated Agreements are valid and legally binding obligations of HMI, enforceable\nagainst HMI in accordance with their terms, subject to applicable bankruptcy,\nreorganization, insolvency, moratorium and similar laws affecting creditors'\nrights generally and to general principals of equity. The execution, delivery\nand performance of this Agreement and the HMI Related Agreements, have been duly\nauthorized by all necessary corporate action of HMI. The Bylaws of HMI provide\nthe President of HMI with the authority to execute contracts on behalf of HMI.\nExcept as set forth in Schedule 2.2, the execution and delivery of this\n                       ------------\nAgreement and the HMI Related Agreements, and the performance of any obligations\nset forth in this Agreement and in the HMI Related Agreements will not (i)\nviolate, conflict with, or result in a default under any contract or obligation\nto which HMI is a party or by which it or its assets are bound, or any provision\nof the HMI Charter or HMI Bylaws, or cause the creation of any Encumbrance (as\ndefined in this Section 2.2) upon any of the assets of HMI; (ii) violate or\nresult in a violation of, or constitute a default (whether after the giving of\nnotice, lapse of time or both) under, any provision of any law, regulation or\nrole, or any order of, or any restriction imposed by, any court or other\ngovernmental agency; (iii) require from HMI any notice to, declaration or filing\nwith, or consent or approval of, any governmental authority or other third party\n(including any filings pursuant to any state securities laws); or (iv)\naccelerate any obligation under, or give rise to a right of termination of,\nconstitute a material breach of, any agreement, permit, license or authorization\nto which HMI is a party or by which HMI is bound, or require the issuance of\nequity securities (including without limitation, by operation of any anti-\ndilution adjustment). Encumbrance shall mean any security interest, mortgage,\nlien, pledge, charge, easement, reservation, restriction or similar right of any\nthird party.\n\n     2.3. Capitalization.\n          ---------------\n\n          (i)   Immediately after the Closing: the authorized capital stock of\nHMI will consist of 5,000,000 shares of HMI Common Stock, of which 3,475,242\nshares (including the HMI Shares) shall be issued and outstanding, and held\nbeneficially and of record by the persons and entities identified in Schedule\n                                                                     --------\n2.3(i) in the amounts indicated thereon.\n------\n\n          (ii)  Except for (a) the shares of HMI Common Stock reserved for\nissuance under the HMI 1998 Omnibus Stock and Incentive Plan, (b) the shares of\nHMI Common Stock issuable under the HMI Employee Options, (c) the shares of HMI\nCommon Stock issuable under the Ziegler Warrant, (d) the shares of HMI Common\nStock issuable under the Sabratek Warrant, and (e) as disclosed on Schedule\n2.3(ii), as of the Closing, HMI shall not have issued or agreed to issue, and is\nnot obligated to issue any outstanding warrants, options or other rights to\npurchase or acquire any HMI Common Stock, nor any outstanding securities\nconvertible into HMI Common Stock or any warrants, options or other rights to\nacquire any such convertible securities. HMI's present intention is to issue\nstock, warrants, options or other rights to purchase or acquire not more than\n130,000 shares of HMI capital stock within thirty (30) days after the Closing\nDate under the HMI 1998 Omnibus Stock and Incentive Plan.\n\n                                       4\n\n \n          (iii)   Except as set forth in Schedule 2.3(iii), as of the Closing,\n                                         -----------------\nall of the outstanding shares of HMI Common Stock (including the HMI Shares)\nwill have been duly and validly authorized and issued, will be fully paid and\nnon-assessable and will have been offered, issued, sold and delivered in\ncompliance with applicable federal and state securities laws and not subject to\nany preemptive rights.\n\n          (iv)    Other than as set forth in the HMI Registration Rights\nAgreement, immediately after the Closing, there are no rights to have HMI Common\nStock registered for sale to the public in connection with the laws of any\njurisdiction.\n\n          (v)     After the Closing, no agreements relating to the voting of HMI\nCommon Stock, irrevocable proxies or restrictions on the transfer of HMI Common\nStock exist except as provided under Federal and state securities laws and\nexcept for (a) the HMI Stock Restriction Agreement, (b) the Stockholders\nAgreement between Adventist and Sabratek Corporation dated as of November 18,\n1998 relating to voting and transfer restrictions (the \"Sabratek Agreement\"),\n(c) the restrictions on transfer set forth in Section 8.5 of the HMI Bylaws, (d)\nthe restrictions on transfer set forth in the HMI Employee Stock Option\nAgreements for the HMI Employee Options and Restricted Stock Agreements for\nstock issued to HMI employees and directors (tree and correct copies of the\nforms of which have been provided to Empower), (e) the restrictions on transfer\nset forth in certain HMI employment agreements, and (f) the first right of\nrefusal set forth in the Sabratek Warrant.\n\n     2.4. Subsidiaries; Investments. Except for 487,804 shares of Series B\n          --------------------------                                      \npreferred stock of Direct Medical Knowledge, Inc. (which, pursuant to a merger\nwith WebMd shall be converted into shares of WebMd), HMI has no subsidiaries and\nhas no equity interest in any corporation, joint venture, partnership or other\nentity.\n\n     2.5. Reports and Financial Statements.\n          ---------------------------------\n\n          (i)     HMI has previously furnished to Empower complete and correct\ncopies, including exhibits, of its (a) audited balance sheets as of December 31,\n1996 and December 31, 1997 and audited income statements for the period November\n8, 1996 through December 31, 1996 and the twelve month period ended December 31,\n1997 (the \"HMI Audited Financial Statements\"), and (b) unaudited balance sheet\nas of November 30, 1998 and income statement for the period January 1, 1998\nthrough November 30, 1998 (the \"HMI Unaudited Financial Statements\").\n\n          (ii)    The HMI Audited Financial Statements were prepared in\nconformity with generally accepted accounting principles (\"GAAP\") applied on a\nconsistent basis, are complete, correct and consistent in all material respects\nwith the books and records of HMI and fairly present, in all material respects,\nthe financial position of HMI as of the dates thereof and the results of\noperations of HMI for the periods shown therein. The HMI Unaudited Financial\nStatements were prepared in conformity with GAAP and fairly present, in all\nmaterial respects, the financial condition and the results of operations of HMI\nas of the date and for the period indicated.\n\n                                       5\n\n \n            (iii)   Except as and to the extent reflected or reserved against in\nthe HMI balance sheet as of November 30, 1998 including the footnotes and\nschedules thereto (the \"HMI Base Balance Sheet\"), HMI does not have (i) any\nmaterial accrued or contingent liability or liabilities arising out of any\ntransaction or state of facts existing on or prior to the date of the Base\nBalance Sheet or (ii) any other material liabilities arising other than in the\nordinary course of business since the date of the Base Balance Sheet.\n\n     2.6. Absence of Certain Developments. Since the date of the HMI Base \n          ---------------------------------                              \nBalance Sheet there has not been any: (i) material adverse change in the\nfinancial condition of HMI or in the assets, liabilities, properties, business\nor prospects of HMI; (ii) declaration, setting aside or payment of any dividend\nor other distribution with respect to, or any direct or indirect redemption or\nacquisition of, any HMI Common Stock or any split, combination or other\nreclassification of such stock; (iii) cancellation of any material debt or claim\nheld by HMI or the creation or assumption of any indebtedness for money borrowed\nby HMI; (iv) loss, destruction or damage to any property which is a material\nasset of HMI, whether or not insured; (v) acquisition or disposition of any\nmaterial assets (or any contract or arrangement therefor) or other transaction\nby HMI other than in the ordinary course of business; or (vi) loss or\ncancellation of any material contract of HMI.\n\n     2.7. Accounts Receivable. All of the accounts receivable of HMI, including\n          --------------------                                       \nbut not limited to those shown or reflected on the HMI Base Balance Sheet,\nrepresent bona fide sales made in the ordinary course of business, are valid and\nenforceable claims and are fully collectible in the normal course of business\nafter deducting the reserve set forth in the Base HMI Balance Sheet and\nreasonably adjusted since that date, which reserve, as adjusted, constitutes an\nestimate of HMI's uncollectible accounts consistent with the past collection\nhistory of HMI.\n\n     2.8. Title to Properties.  HMI has good and valid title to all of its owned\n          -------------------                                            \nassets including without limitation all rights to those assets reflected on the\nHMI Base Balance Sheet or acquired by it after the date thereof (except for\nproperties disposed of since that date in the ordinary course of business), free\nand clear of all liens, claims or encumbrances of any nature. HMI has good and\nvalid leasehold interests in all of its leased personal property and all leases\nto which HMI is a party are in full force and effect. HMI does not own, directly\nor indirectly, any real property.\n\n     2.9. Tax Matters. HMI has filed all federal, state, local and foreign     \n          ------------                                                    \nincome, excise and franchise tax returns, real estate and personal property tax\nreturns, sales and use tax returns and other tax returns required to be filed by\nit except where the failure to file such returns would not have a material\nadverse effect on the assets, liabilities, properties, business or prospects of\nHMI and has paid all taxes owing by it (whether or not showing on the tax\nreturns), except taxes which have not yet accrued or otherwise become due, for\nwhich adequate provision has been made in the HMI Unaudited Financial\nStatements. All such tax returns were correct and complete in all material\nrespects. Neither the Internal Revenue Service nor any other taxing authority is\nnow conducting any audit, examination or review of any tax return filed by HMI\nor asserting against HMI any deficiency or claim for additional taxes or\ninterest thereon or penalties in connection therewith. All taxes that HMI is\nrequired by law to withhold or collect for payment have been duly withheld and\ncollected, and have been paid or accrued in the HMI Unaudited Financial\nStatements.\n\n                                       6\n\n \n     2.10.  Certain Contracts and Arrangements. Except as set forth in Schedule\n             ----------------------------------                        --------\n2.10 hereto, HMI is not a party to, subject to or bound by:\n----\n\n            (i)     any contract, lease or agreement creating any obligation of\nHMI to pay to any third party $100,000 or more with respect to any single such\ncontract or agreement which is not cancelable or terminable upon thirty days\nnotice without penalty;\n\n            (ii)    any contract or agreement for the sale, license, lease or\ndisposition of products in excess of $100,000;\n\n            (iii)   any contract containing covenants limiting the freedom of\nHMI to compete in any line of business or with any person or entity;\n\n            (iv)    any license agreement (as licensor or licensee) obligating\nHMI or any third party to pay in excess of $100,000;\n\n            (v)     any contract or agreement for the purchase of any leasehold\nimprovements, equipment or fixed assets for a price in excess of $100,000;\n\n            (vi)    any indenture, mortgage, promissory note, loan agreement,\nguaranty or other agreement or commitment for borrowing in excess of $100,000 or\nany pledge or security arrangement;\n\n            (vii)   any stock redemption or purchase agreements or other\nagreements affecting or relating to the capital stock of HMI (other than the\nLetter Agreement and the Employee Options); or\n\n            (viii)  any agreement pertaining to any joint venture, partnership\nor other arrangement involving the sharing of expenses, revenues or profits.\n\n     All of HMI's contracts are in full force and effect and HMI is not in\ndefault thereunder, except to the extent that any such default would not have a\nmaterial adverse effect on the assets, liabilities, properties, business or\nprospects of HMI, and HMI has not received notice of any alleged default under\nany such contract, agreement, understanding or commitment.\n\n     2.11.  Intellectual Property Rights; Employee Restrictions.\n            ----------------------------------------------------\n\n     As used herein, the term \"Intellectual Property Rights\" shall mean any and\nall intellectual property rights, including, without limitation, patents, patent\napplications, patent rights, trademarks, trademark applications, trade names,\nservice marks, service mark applications, copyrights, copyright applications,\ncomputer programs and other computer software, inventions, designs, samples,\nspecifications, schematics, know-how, trade secrets, proprietary processes and\nformulae, all source and object code, algorithms, architecture, structure,\ndisplay screens, layouts, development tools, promotional materials, data bases,\ncustomer lists, supplier and dealer lists and marketing research, and all\ndocumentation and media constituting, describing or relating to the foregoing,\nincluding without limitation, manuals, memoranda and records.\n\n                                       7\n\n \n           (i)  Schedule 2.11(i) contains a list of all Intellectual Property\n                ----------------\nRights registered in the name of HMI or of which HMI is the licensor or a\nlicensee or in which HMI has any right (\"HMI IP Rights\"). Except as set forth in\nSchedule 2.11(i), all HMI IP Rights listed on Schedule 2.11(i) are in full\n----------------                              ----------------\nforce and effect and are sufficient for the conduct of HMI' s business as\npresently conducted. All copyrightable works, inventions and know-how conceived\nby employees of HMI within the scope of their employment and related to the\nbusinesses of HMI are works made for hire and all right, title and interest\ntherein have been transferred or assigned to or vested in HMI. Any consultants\nor independent contractors hired by HMI have assigned or transferred to HMI the\nwork product developed for HMI.\n\n           (ii) Except as set forth in Schedule 2.11(ii):\n                                       -----------------\n\n                (a)      HMI has exclusive right to use, sell, license, dispose\nof, and bring actions for infringement of, all HMI IP Rights;\n\n                (b)      The business of HMI as presently conducted and the\ndevelopment, marketing, licensing, use and servicing of any products of HMI do\nnot violate any agreements which HMI has with any third party, infringe any\npatent, trademark, copyright or trade secret rights of any third parties or any\nother Intellectual Property Rights of any third parties; and\n\n                (c)      No claim is pending or, to HMI's knowledge, threatened\nagainst HMI nor has HMI received any notice or other claim from any person\nasserting that any of HMI's past, present or contemplated activities infringe or\nmay infringe any Intellectual Property Rights of such person, and HMI is not\naware of any infringement by any other person of any HMI IP Rights.\n\n     2.12. Litigation. Except as set forth in Schedule 2.12, there is no\n           ----------                         -------------\njudgment, decree, injunction, or order of any governmental authority or any\nlitigation pending or to HMI's knowledge threatened and to HMI's knowledge there\nis no governmental proceeding or investigation pending or threatened (i) against\nHMI or affecting any of its properties or assets, or (ii) against any officer,\ndirector or key employee of HMI in his capacity as an officer, director or\nemployee of HMI, or (iii) which may call into question the validity or hinder\nthe enforceability of this Agreement or the HMI Related Agreements or\ntransactions contemplated hereby or thereby.\n\n     2.13. Employee Benefit Plans. Except for HMI's 1998 Omnibus Stock and\n           ----------------------                                         \nIncentive Plan and except as set forth on Schedule 2.13 hereto, HMI does not\n                                          -------------\nmaintain or contribute and has never maintained or contributed to any employee\nbenefit plan, stock option, bonus or incentive plan, health plan, severance pay\npolicy or agreement, deferred compensation agreement, or any similar plan or\nagreement (an \"Employee Benefit Plan\"). Except as set forth on Schedule 2.13,\n                                                               -------------\nthere are no unfunded obligations of HMI under any retirement, pension, profit-\nsharing, deferred compensation plan or similar program. HMI is not required to\nmake any payments or contributions to any Employee Benefit Plan pursuant to any\ncollective bargaining agreement or any applicable labor relations law.\n\n                                       8\n\n \n     2.14.   Labor Laws. There are no controversies or union organization\n             -----------                                                 \nactivities pending or to HMI's knowledge threatened, between HMI and any of its\ncurrent or former employees. None of HMI's employees belongs to any union or\ncollective bargaining unit. HMI has complied with all applicable state and\nfederal equal employment opportunity and other laws related to employment, the\nnon-compliance with which would have a material adverse effect on HMI's business\nor financial condition.\n\n     2.15.   Environmental Matters. HMI is in compliance with all applicable\n             ---------------------                                          \nlaws relating to the environment (the \"Environmental Laws\"). HMI has not\nknowingly handled, stored, released or exposed any hazardous substance or\nmaterials as defined by any applicable Environmental Law (\"Hazardous\nSubstance\"). HMI has no liabilities for clean-up costs, remedial work or damages\nin connection with the handling, storage, release or exposure by HMI of any\nHazardous Substance.\n\n     2.16.   Business; Compliance with Laws. HMI has all necessary franchises,\n             ------------------------------                                   \npermits, licenses and other rights and privileges (\"Licenses\") necessary to\npermit it to own its property and to conduct its business as it is presently or\ncontemplated to be conducted except where the failure to obtain such Licenses\nwould not have a material adverse effect on the business, condition or results\nof operations of HMI. HMI is, and since its incorporation has been, in\ncompliance with all federal, state, local and foreign laws and regulations\n(\"Regulations\") applicable in the jurisdictions which HMI does or has done\nbusiness except where the failure to comply with such Regulations would not have\na material adverse effect on the business, condition or results of operations of\nHMI.\n\n     2.17.   Investment Banking; Brokerage. No person or entity other than B.C.\n             ------------------------------                                    \nZiegler &amp; Company is or will be entitled to investment banking fees, brokerage\ncommissions, finder's fees or similar compensation (exclusive of professional\nfees to lawyers and accountants) from HMI in connection with the transactions\ncontemplated by this Agreement.\n\n     2.18.   Insurance. Schedule 2.18 hereto lists all insurance policies and\n             ---------- -------------\nfidelity bonds covering the assets, business, equipment, properties, operations,\nemployees, officers, and directors of HMI. HMI is not in default under any of\nits insurance policies.\n\n     2.19.   Transactions with Affiliates. Except as set forth on the HMI Base\n             ----------------------------                                     \nBalance Sheet or Schedule 2.19, there are no loans, leases or other continuing\n                 -------------\ntransactions between HMI or any officer or director of HMI, or any shareholder\nwho owns five percent or more of the Common Stock of HMI, calculated on a Fully\nDiluted Basis, or any affiliate of the foregoing persons or entities.\n\n            ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF ADVENTIST\n                                        \n     In order to induce Empower to enter into this Agreement, Adventist\nrepresents and warrants to Empower the following:\n\n     3.1.    Organization and Corporate Power. Adventist is a not-for-profit\n             ---------------------------------                              \ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Florida. Adventist has all required corporate power and\nauthority to enter into this Agreement and the Related\n\n                                       9\n\n \nAgreements to which Adventist is a party (\"Adventist Related Agreements\") and to\ncarry out the transactions contemplated hereby and thereby.\n\n     3.2.   Authorization and Non-Contravention. This Agreement and the\n            ------------------------------------                       \nAdventist Related Agreements are valid and legally binding obligations of\nAdventist, enforceable against Adventist in accordance with their terms, subject\nto applicable bankruptcy, reorganization, insolvency, moratorium and similar\nlaws affecting creditors' rights generally and to general principals of equity.\nExcept as set forth in Schedule 3.2 hereto, the execution, delivery and\n                       ------------ \nperformance of this Agreement and the Adventist Related Agreements, have been\nduly authorized by all necessary corporate action of Adventist. Except as set\nforth in Schedule 3.2 hereto, the execution and delivery of this Agreement and\n         ------------\nthe Adventist Related Agreements, and the performance of any obligations set\nforth herein or therein will not (i) violate, conflict with, or result in a\ndefault under any contract or obligation to which Adventist is a party or by\nwhich it or its assets are bound, or any provision of the charter or bylaws of\nAdventist, or cause the creation of any Encumbrance upon any of the assets of\nAdventist, (ii) violate or result in a violation of, or constitute a default\n(whether after the giving of notice, lapse of time or both) under, any provision\nof any law, regulation or role, or any order of, or any restriction imposed by,\nany court or other governmental agency; (iii) require from Adventist any notice\nto, declaration or filing with, or consent or approval of, any governmental\nauthority or other third party; or (iv) accelerate any obligation under, or give\nrise to a right of termination of, or constitute a material breach of, any\nagreement, permit, license or authorization to which Adventist is a party or by\nwhich Adventist is bound.\n\n     3.3.   Title to HMI Shares. Adventist is the lawful and record owner of,\n            --------------------                                             \nand has good and marketable title to, the HMI Shares and has the corporate power\nand authority to transfer such shares to Empower as contemplated by this\nAgreement, free and clear of all Encumbrances. Except for the right of first\nrefusal set forth in Section 8.5 of the HMI Bylaws, the HMI Stock Restriction\nAgreement and the Sabratek Agreement, Adventist is not a party to, or bound by\nany agreements or understandings with respect to the voting, sale or other\ndisposition of the HMI Shares and to Adventist's knowledge, no such agreements\nor understandings exist. The obligations of Adventist under the Sabratek\nAgreement are not applicable to the HMI Shares after such shares have been\ntransferred to Empower as contemplated by this Agreement.\n\n     3.4.   Investment Representations.\n            ---------------------------\n\n            (i)   Adventist represents that it has such knowledge and experience\nin financial and business matters that it is capable of evaluating the merits\nand risks of the investment contemplated by this Agreement and making an\ninformed investment decision with respect thereto.\n\n            (ii)  Adventist is an \"Accredited Investor\" as that term is defined\nin Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as\namended (the \"Securities Act\").\n\n            (iii) Adventist has received, read carefully and is familiar with\nthis Agreement, the Related Stock Agreements and Empower's business, plans and\nfinancial condition, and any other matters relating to the offering of the\nEmpower Shares; Adventist has received all materials\n\n                                       10\n\n \nwhich it has requested; has had a reasonable opportunity to ask questions of\nEmpower and its representatives; and Empower has answered all inquiries that\nAdventist or its representatives have put to Empower. Adventist has had access\nto all additional information necessary to verify the accuracy of the\ninformation set forth in this Agreement and any other materials furnished\nherewith, and has taken all the steps necessary to evaluate the merits and risks\nof an investment as proposed hereunder. In making the decision to invest in the\nEmpower Shares, Adventist has relied upon an independent investigation made by\nit and\/or by its representatives and has not relied on any information or\nrepresentations made by third parties or on any oral or written representations\nor assurances from Empower or any representative or agent of Empower, other than\nas set forth in this Agreement.\n\n          (iv)  Adventist understands the speculative nature and the various\nrisks of an investment in Empower as proposed herein and can afford to bear such\nrisks, including, without limitation, the risk of losing the entire investment.\n\n          (v)   Adventist acknowledges that no market for the Empower Shares\npresently exists and none may develop in the future and that Adventist may find\nit impossible to liquidate the investment at a time when it may be desirable to\ndo so, or at any other time.\n\n          (vi)  Adventist has been advised by Empower that the Empower Shares\nhave not been registered under the Securities Act, that the Empower Shares will\nbe issued on the basis of the statutory exemption provided by Section 4(2) of\nthe Securities Act or Regulation D promulgated thereunder, or both, relating to\ntransactions by an issuer not involving any public offering and under similar\nexemptions under certain state securities laws, that this transaction has not\nbeen reviewed by, passed on by or submitted to any federal or state agency or\nself-regulatory organization where an exemption is being relied upon, and that\nEmpower's reliance thereon is based in part upon the representations made by\nAdventist in this Agreement. Adventist acknowledges that Adventist has been\ninformed by Empower of, or is otherwise familiar with, the nature of the\nlimitations imposed by the Securities Act and the roles and regulations\nthereunder on the transfer of the Empower Shares. In particular, Adventist\nagrees that no sale, assignment or transfer of any of the Empower Shares shall\nbe valid or effective, and Empower shall not be required to give any effect to\nsuch a sale, assignment or transfer, unless (i) the sale, assignment or transfer\nof such Empower Shares is registered under the Securities Act, it being\nunderstood that the Empower Shares are not currently registered for sale and\nthat Empower has no obligation or intention to so register the Empower Shares,\nor (ii) such Empower Shares are sold, assigned or transferred in accordance with\nall the requirements and limitations of Rule 144 under the Securities Act, it\nbeing understood that Rule 144 is not available at the present time for the sale\nof the Empower Shares, or (iii) such sale, assignment or transfer is otherwise\nexempt from registration under the Securities Act. Adventist further understands\nthat Empower may require an opinion of counsel and other documents to transfer\nthe Empower Shares. Adventist acknowledges that the Empower Shares shall be\nsubject to a stop transfer order and the certificate or certificates evidencing\nany Empower Shares shall bear the legend as specified on Schedule 3.4 hereto.\n                                                         ------------\n \n          (vii) Adventist will acquire the Empower Shares for Adventist's own\naccount for investment and not with a view to the sale or distribution thereof\nor the granting of any\n\n                                       11\n\n \nparticipation therein in contravention with applicable law, and has no present\nintention of distributing or selling to others any of such interest or granting\nany participation therein.\n\n              ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF EMPOWER\n                                        \n     To induce Adventist and HMI to enter into this Agreement, Empower\nrepresents and warrants to Adventist and HMI the following:\n\n     4.1.   Organization and Corporate Power. Empower is a corporation duly\n            ---------------------------------                              \norganized, validly existing and in good standing under the laws of the State of\nTexas, and is qualified to do business as a foreign corporation in each\njurisdiction in which the failure to be so qualified would have a material\nadverse effect on the business, condition or results of operations of Empower.\nEmpower has all required corporate power and authority to carry on its business\nas presently conducted, to enter into this Agreement and the agreements\ncontemplated hereby to which it is a party and to carry out the transactions\ncontemplated hereby and thereby. Empower has made copies of the articles of\nincorporation and bylaws of Empower, as amended and restated to date (the\n\"Empower Charter\" and the \"Empower Bylaws,\" respectively) available to Empower\nand said copies are correct and complete on the date hereof.\n\n     4.2.   Authorization and Non-Contravention. This Agreement and the Empower\n            -----------------------------------                                \nRelated Agreements are valid and legally binding obligations of Empower,\nenforceable against Empower in accordance with their terms, subject to\napplicable bankruptcy, reorganization, insolvency, moratorium and similar laws\naffecting creditors' rights generally and to general principals of equity. The\nexecution, delivery and performance of this Agreement and the Related Agreements\nto which it is a party (the \"Empower Related Agreements\"), have been duly\nauthorized by all necessary corporate action of Empower. The execution and\ndelivery of this Agreement and the Empower Related Agreements, and the\nperformance of any obligations set forth in this Agreement and in the Empower\nRelated Agreements will not (i) violate, conflict with, or result in a default\nunder any contract or obligation to which Empower is a party or by which it or\nits assets are bound, or any provision of the Empower Charter or Empower Bylaws,\nor cause the creation of any Encumbrance upon any of the assets of Empower, (ii)\nviolate or result in a violation of, or constitute a default (whether after the\ngiving of notice, lapse of time or both) under, any provision of any law,\nregulation or role, or any order of, or any restriction imposed by, any court or\nother governmental agency; (iii) require from Empower any notice to, declaration\nor filing with, or consent or approval of, any governmental authority (including\nany filings pursuant to any state securities laws), other than the filing of a\nCertificate of Designation with the Secretary of the State of Texas, or other\nthird party other than Superior; or (iv) accelerate any obligation under, or\ngive rise to a right of termination of, constitute a material breach of any\nagreement, permit, license or authorization to which Empower is a party or by\nwhich Empower is bound, or require the issuance of equity securities (including,\nwithout limitation, by operation of any anti-dilution adjustment).\n\n     4.3.   Capitalization.\n            ---------------\n\n            (i)  Immediately prior to the Closing: the authorized capital stock\nof Empower will consist of 5,000,000 shares of Empower Common Stock and\n5,000,000 of preferred stock, par value $.01 per share, (the \"Empower Preferred\nStock\"), of which (a) 100,000 shares have\n\n                                       12\n\n \nbeen designated as Series A 8% Convertible Preferred Stock, par value $.01 par\nshare (the \"Empower Series A Preferred Stock\"), and (b) 1,837,486 shares have\nbeen designated as Series B Non-Voting Preferred Stock, par value $.01 per share\n(the \"Empower Series B Preferred Stock\") and 400,000 shares have been designated\nas Series C Preferred Stock. Immediately prior to the Closing, (y) 1,140,048\nshares of Empower Common Stock shall be issued and outstanding, and held\nbeneficially and of record by the persons and entities identified in Schedule\n                                                                     --------\n4.3(i) in the amounts indicated thereon; (z) 595,960 shares of Empower Preferred\n------\nStock shall be shall be issued and outstanding, and held beneficially and of\nrecord by the persons and entities identified in Schedule 4.3(i). The Series C\n                                                 --------------  \nPreferred Stock shall have the rights and preferences set forth in the\nCertificate of Designation set forth as Exhibit A hereto.\n                                        ---------  \n          (ii)  Except (a) for shares of Empower Common Stock issuable upon\nexercise of options granted under the Empower 1997 Stock Option Plan (the\n\"Empower Employee Options\") as set forth on Schedule 4.3(ii), (b) shares of\n                                            ----------------\nEmpower Common Stock issuable pursuant to the Letter Agreement, or (c) as\notherwise set forth in Schedule 4.3(ii), as of the Closing Empower has not\n                       ----------------\nissued or agreed to issue, and is not obligated to issue any outstanding Empower\nCommon Stock, warrants, options or other rights to purchase or acquire any\nshares of its capital stock, nor any outstanding securities convertible into\nsuch shares or any warrants, options or other rights to acquire any such\nconvertible securities.\n\n          (iii) As of the Closing, all of the outstanding shares of Empower\nCommon Stock and Empower Preferred Stock (including the Empower Shares) will\nhave been duly and validly authorized and issued, will be fully paid and\nnonassessable, and will have been offered, issued, sold and delivered in\ncompliance with applicable federal and state securities laws and not subject to\nany preemptive rights. Except as set forth in this Agreement and any Related\nAgreement, immediately after the Closing, Adventist shall be the lawful and\nrecord owner of, and shall have good and marketable title to the Empower Shares,\nfree and clear of all Encumbrances attributable to Empower, with full power and\nauthority to transfer such shares subject to applicable Federal and state\nsecurities laws.\n\n          (iv)  Other than as set forth in the Empower Registration Rights\nAgreement of even date herewith or as set forth in Schedule 4.3(iv) hereto,\n                                                   ----------------\nimmediately after the Closing, there are no rights to have Empower Common Stock\nregistered for sale to the public in connection with the laws of any\njurisdiction.\n\n          (v)   Except for the Empower Stock Restriction Agreement or as set\nforth in Schedule 4.3(v) hereto, as of the Closing Empower is not a party to or\n         ---------------\naware of any agreements relating to the voting of Empower Common Stock and no\nrestrictions on the ability of Empower to issue Empower Common Stock or Empower\nPreferred Stock exist except as provided under Federal and state securities\nlaws.\n\n     4.4. Subsidiaries; Investments. Empower has no subsidiaries and has no\n          -------------------------                                        \nequity interest in any corporation, joint venture, partnership or other entity.\n\n     4.5. Reports and Financial Statements.\n          ---------------------------------\n\n                                       13\n\n \n          (i)   Empower has previously furnished to Adventist complete and\ncorrect copies, including exhibits, of its (a) audited balance sheet as of\nDecember 31, 1997 and an audited income statement for the period from July 17,\n1997 through December 31, 1997 (the \"Empower Audited Financial Statements\"), and\n(b) unaudited balance sheet as of October 31, 1998 and income statement for the\nperiod January 1, 1998 through October 31, 1998 (the \"Empower Unaudited\nFinancial Statements\").\n\n          (ii)  Except as described on Schedule 4.5(ii), the Empower Audited\n                                       ----------------\nFinancial Statements were prepared in conformity with generally accepted\naccounting principles (\"GAAP\") applied on a consistent basis, are complete,\ncorrect and consistent in all material respects with the books and records of\nEmpower and fairly present, in all material respects, the financial position of\nEmpower as of the dates thereof and the results of operations of Empower for the\nperiods shown therein. Except as disclosed on Schedule 4.5(ii) attached hereto,\n                                              ----------------        \nthe Unaudited Empower Financial Statements were prepared in conformity with GAAP\nand fairly present, in all material respects, the financial condition and the\nresults of operations of Empower as of the date and for the period indicated.\n\n          (iii) Absence of Undisclosed Liabilities. Except as and to the\n                ----------------------------------                      \nextent reflected or reserved against in the Empower balance sheet as of October\n31, 1998 including schedules thereto (the \"Empower Base Balance Sheet\"), Empower\ndoes not have (i) any material accrued or contingent liability or liabilities\narising out of any transaction or state of facts existing on or prior to the\ndate of the Base Balance Sheet or (ii) any other material liabilities arising\nother than in the ordinary course of business since the date of the Base Balance\nSheet.\n\n     4.6. Absence of Certain Developments. Except as set forth on Schedule\n          -------------------------------                         --------\n4.6, since the date of the Empower Base Balance Sheet there has not been any:\n---\n(i) material adverse change in the financial condition of Empower or in the\nassets, liabilities, properties, business or prospects of Empower; (ii)\ndeclaration, setting aside or payment of any dividend or other distribution with\nrespect to, or any direct or indirect redemption or acquisition of, any Empower\nCommon Stock or any split, combination or other reclassification of such stock;\n(iii) cancellation of any material debt or claim held by Empower or the creation\nor assumption of any indebtedness for money borrowed by Empower; (iv) loss,\ndestruction or damage to any property which is a material asset of Empower,\nwhether or not insured; (v) acquisition or disposition of any material assets\n(or any contract or arrangement therefor) or other transaction by Empower other\nthan in the ordinary course of business; or (vi) loss or cancellation of any\nmaterial contract of Empower other than the proposed termination of the\nagreement between Empower and University of Pennsylvania Health System dated\nApril 29, 1998.\n\n     4.7. Accounts Receivable. All of the accounts receivable of Empower,\n          -------------------                                            \nincluding but not limited to those shown or reflected on the Empower Base\nBalance Sheet, represent bona fide sales made in the ordinary course of\nbusiness, are valid and enforceable claims and are fully collectible in the\nnormal course of business after deducting the reserve set forth in the Empower\nBase Balance Sheet and reasonably adjusted since that date, which reserve, as\nadjusted, constitutes an estimate of Empower's uncollectible accounts consistent\nwith the past collection history of Empower.\n\n                                       14\n\n \n     4.8.   Title to Properties. Except as reflected on Schedule 4.8, Empower\n            -------------------                         ------------\nhas good and valid title to all of its owned assets including without limitation\nall rights to those assets reflected on the Empower Base Balance Sheet or\nacquired by it after the date thereof (except for properties disposed of since\nthat date in the ordinary course of business), free and clear of all liens,\nclaims or encumbrances of any nature. Empower has good and valid leasehold\ninterests in all of its leased personal property and all leases to which Empower\nis a party are in full force and effect. Empower does not own, directly or\nindirectly, any real property.\n\n     4.9.   Tax Matters. Empower has filed all federal, state, local and foreign\n            -----------                                                         \nincome, excise and franchise tax returns, real estate and personal property tax\nreturns, sales and use tax returns and other tax returns required to be filed by\nit except where the failure to file such returns would not have a material\nadverse effect on the assets, liabilities, properties, business or prospects of\nEmpower and has paid all taxes owing by it (whether or not showing on the tax\nreturns), except taxes which have not yet accrued or otherwise become due, for\nwhich adequate provision has been made in the Empower Unaudited Financial\nStatements. All such tax returns were correct and complete in all material\nrespects. Neither the Internal Revenue Service nor any other taxing authority is\nnow conducting any audit or examination or review of any tax return filed by\nEmpower or asserting against Empower any deficiency or claim for additional\ntaxes or interest thereon or penalties in connection therewith. All taxes that\nEmpower is required by law to withhold or collect for payment have been duly\nwithheld and collected, and have been paid or accrued in the Empower Unaudited\nFinancial Statements.\n\n     4.10.  Certain Contracts and Arrangements. Except as set forth in Schedule\n            ----------------------------------                         --------\n4.10 hereto, Empower is not a party to, subject to or bound by'\n----\n\n            (i)   any contract, lease or agreement creating any obligation of\nEmpower to pay to any third party $100,000 or more with respect to any single\nsuch contract or agreement which is not cancelable or terminable upon 30 days\nnotice without penalty;\n\n            (ii)  any contract or agreement for the sale, license, lease or\ndisposition of products in excess of $100,000;\n\n            (iii) any contract containing covenants limiting the freedom of\nEmpower to compete in any line of business or with any person or entity;\n\n            (iv)  any license agreement (as licensor or licensee) obligating\nEmpower or any third party to pay in excess of $100,000;\n\n            (v)   any contract or agreement for the purchase of any leasehold\nimprovements, equipment or fixed assets for a price in excess of $100,000;\n\n            (vi)  any indenture, mortgage, promissory note, loan agreement,\nguaranty or other agreement or commitment for borrowing in excess of $100,000 or\nany pledge or security arrangement;\n\n            (vii) any stock redemption or purchase agreements or other\nagreements affecting or relating to the capital stock of Empower (other than the\nLetter Agreement and the Empower Employee Stock Options); or\n\n                                       15\n\n \n           (viii) any agreement pertaining to any joint venture, partnership,\nmarketing or other arrangement involving the sharing of expenses, revenues or\nprofits.\n\n     All of Empower's contracts are in full force and effect and Empower is not\nin default thereunder, except to the extent that any such default would not have\na material adverse effect on the assets, liabilities, properties, business or\nprospects of Empower, and Empower has not received notice of any alleged default\nunder any such contract, agreement, understanding or commitment.\n\n     4.11. Intellectual Property Rights; Employee Restrictions.\n           ----------------------------------------------------\n\n           (i)  Schedule 4.11 (i) contains a list of all Intellectual Property\n                ----------------- \nRights registered in the name of Empower or of which Empower is the licensor or\na licensee or in which Empower has any right (\"Empower IP Rights\"). Except as\nset forth in Schedule 4.1 l(i), all Empower IP Rights listed on Schedule 4.11\n             -----------------                                  -------------\n(i) are in full force and effect and are sufficient for the conduct of Empower's\n---\nbusiness as presently conducted. All copyrightable works, inventions and know-\nhow conceived by employees of Empower within the scope of their employment and\nrelated to the businesses of Empower are works made for hire and all right,\ntitle and interest therein have been transferred or assigned to or vested in\nEmpower. Any consultants or independent contractors hired by Empower have\nassigned or transferred to Empower the work product developed for Empower.\n\n           (ii) Except as set forth in Schedule 4.11 (ii):\n                                       ------------------\n   \n                (a)  Empower has exclusive right to use, sell, license, dispose\nof, and bring actions for infringement of, all Empower IP Rights;\n\n                (b)  The business of Empower as presently conducted and the\ndevelopment, marketing, licensing, use and servicing of any products of Empower\ndo not violate any agreements which Empower has with any third party, infringe\nany patent, trademark, copyright or trade secret rights of any third parties or\nany other Intellectual Property Rights of any third parties; and\n\n                (c)  No claim is pending or, to Empower's knowledge, threatened\nagainst Empower nor has Empower received any notice or other claim from any\nperson asserting that any of Empower's past, present or contemplated activities\ninfringe or may infringe any Intellectual Property Rights of such person, and\nEmpower is not aware of any infringement by any other person of any rights of\nEmpower in connection with Empower IP Rights.\n\n     4.12. Litigation. Except as set forth on Schedule 4.12, there is no\n           ----------                         -------------\njudgment, decree, injunction, or order of any governmental authority or any\nlitigation pending or to Empower's knowledge threatened, and to Empower's\nknowledge there is no governmental proceeding or investigation pending or\nthreatened (i) against Empower or affecting any of its properties or assets, or\n(ii) against any officer, director or key employee of Empower in his capacity as\nan officer, director or employee of Empower, or (iii) which may call into\nquestion the validity or hinder the enforceability of this Agreement or the\nEmpower Related Agreements or the transactions contemplated hereby or thereby.\n\n                                       16\n\n \n     4.13.  Employee Benefit Plans. Except for Empower's 1997 Stock Option Plan\n            -----------------------                                            \nand except as set forth on Schedule 4.13 hereto, Empower does not maintain or\n                           -------------\ncontribute and has never maintained or contributed to any Employee Benefit Plan.\nThere are no unfunded obligations of Empower under any retirement, pension,\nprofit-sharing, deferred compensation plan or similar program. Empower is not\nrequired to make any payments or contributions to any Employee Benefit Plan\npursuant to any collective bargaining agreement or any applicable labor\nrelations law.\n\n     4.14.  Labor Laws. There are no controversies or union organization\n            -----------                                                 \nactivities pending or to Empower's knowledge, threatened, between Empower and\nany of its current or former employees. None of Empower's employees belongs to\nany union or collective bargaining unit. Empower has complied with all\napplicable state and federal equal employment opportunity and other laws related\nto employment, the non-compliance with which would have a material adverse\neffect on Empower's business or financial condition.\n\n     4.15.  Environmental Matters. Empower is in compliance with all applicable\n            ---------------------                                              \nlaws relating to the environment (the \"Environmental Laws\"). Empower has not\nknowingly handled, stored, released or exposed any hazardous substance or\nmaterials as defined by any applicable Environmental Law (\"Hazardous\nSubstance\"). Empower has no liabilities for clean-up costs, remedial work or\ndamages in connection with the handling, storage, release or exposure by Empower\nof any Hazardous Substance.\n\n     4.16.  Business; Compliance with Laws. Empower has all necessary Licenses\n            ------------------------------                                    \nnecessary to permit it to own its property and to conduct its business as it is\npresently or contemplated to be conducted except where the failure to obtain\nsuch licenses would not have material adverse effect on the business, condition\nor results of operations of Empower. Empower is, and since its incorporation has\nbeen, in compliance with all Regulations applicable in the jurisdictions in\nwhich Empower does or has done business except where the failure to comply with\nsuch Regulations would not have material adverse effect on the business,\ncondition or results of operations of Empower.\n\n     4.17.  Investment Banking; Brokerage. No person or entity is or will be\n            -------------------------------                                 \nentitled to investment banking fees, brokerage commissions, finder's fees or\nsimilar compensation (exclusive of professional fees to lawyers and accountants)\nfrom Empower in connection with the transactions contemplated by this Agreement.\n\n     4.18.  Insurance. In the reasonable judgment of the management of Empower,\n            ---------                                                          \nEmpower has all appropriate and customary insurance policies and fidelity bonds\ncoveting the assets, business, equipment, properties, operations, employees,\nofficers, and directors of Empower and the coverage and amounts of such policies\nare reasonably appropriate for the size and nature of the business of Empower.\nEmpower is not in default under any of its insurance policies.\n\n     4.19.  Transactions with Affiliates. Except as set forth on Schedule 4.19,\n            -----------------------------                        -------------\nthere are no loans, leases or other continuing transactions between Empower or\nany officer, director or shareholder of Empower, or any shareholder who holds\nfive percent or more of the Common Stock of Empower calculated on a Fully\nDiluted Basis, or any affiliate of the foregoing persons or entities.\n\n                                       17\n\n \n        4.20.  Investment Representations.\n               ---------------------------\n\n               (i)   Empower represents that it has such knowledge and\nexperience in financial and business matters that it is capable of evaluating\nthe merits and risks of the investment contemplated by this Agreement and making\nan informed investment decision with respect thereto.\n\n               (ii)  Empower is an \"Accredited Investor\" as that term is defined\nin Rule 501 (a) of Regulation D promulgated under the Securities Act.\n\n               (iii) Empower has received, read carefully and is familiar with\nthis Agreement, the Related Stock Agreements and HMI's business, plans and\nfinancial condition, and any other matters relating to the offering of the HMI\nShares; Empower has received all materials which it has requested; has had a\nreasonable opportunity to ask questions of HMI and its representatives; and HMI\nhas answered all inquiries that Empower or its representatives have put to HMI.\nEmpower has had access to all additional information necessary to verify the\naccuracy of the information set forth in this Agreement and any other materials\nfurnished herewith, and has taken all the steps necessary to evaluate the merits\nand risks of an investment as proposed hereunder. In making the decision to\ninvest in the HMI Shares, Empower has relied upon an independent investigation\nmade by it and\/or by its representatives and has not relied on any information\nor representations made by third parties or on any oral or written\nrepresentations or assurances from HMI or Adventist or any representative or\nagent of HMI or Adventist, other than as set forth in this Agreement.\n\n               (iv)  Empower understands the speculative nature and the various\nrisks of an investment in HMI as proposed herein and can afford to bear such\nrisks, including, without limitation, the risk of losing the entire investment.\n\n               (v)   Empower acknowledges that no market for the HMI Shares\npresently exists and none may develop in the future and that Empower may find it\nimpossible to liquidate the investment at a time when it may be desirable to do\nso, or at any other time.\n\n               (vi)  Empower has been advised by Adventist and HMI that the HMI\nShares have not been registered under the Securities Act and that Adventist\nsells the HMI Shares to Empower pursuant to the so-called \"Section 4(11\/2)\"\nexemption which has been recognized by the Securities and Exchange Commission as\nan exemption available to an affiliate of an issuer not involving a public\noffering (Sec. Act Release No. 6188 (Feb. 1, 1980), 1 Fed. Sec. L. Rep. (CCH)\npara. 1051 at 2073-28 n. 178) and under similar exemptions under certain state\nsecurities laws, that this transaction has not been reviewed by, passed on by or\nsubmitted to any federal or state agency or self-regulatory organization where\nan exemption is being relied upon, and that HMI's and Adventist's reliance\nthereon is based in part upon the representations made by Empower in this\nAgreement. Empower acknowledges that it has been informed by HMI and Adventist\nof, or is otherwise familiar with, the nature of the limitations imposed by the\nSecurities Act and the rules and regulations thereunder on the transfer of the\nHMI Shares. In particular, Empower agrees that no sale, assignment or transfer\nof any of the HMI Shares shall be valid or effective, and HMI shall not be\nrequired to give any effect to such a sale, assignment or transfer, unless (i)\nthe sale, assignment or transfer of such HMI Shares is registered under the\nSecurities\n\n                                       18\n\n \nAct, it being understood that the HMI Shares are not currently registered for\nsale and that HMI has no obligation or intention to so register the HMI Shares,\nor (ii) such HMI Shares are sold, assigned or transferred in accordance with all\nthe requirements and limitations of Rule 144 under the Securities Act, it being\nunderstood that Rule 144 is not available at the present time for the sale of\nthe HMI Shares, or (iii) such sale, assignment or transfer is otherwise exempt\nfrom registration under the Securities Act. Empower further understands that HMI\nmay require an opinion of counsel and other documents to transfer the HMI\nShares. Empower acknowledges that the HMI Shares shall be subject to a stop\ntransfer order and the certificate or certificates evidencing any HMI Shares\nshall bear the legend as specified on Schedule 4.20 hereto.\n                                      -------------\n\n          (vii) Empower will acquire the HMI Shares for Empower's own account\nfor investment and not with a view to the sale or distribution thereof or the\ngranting of any participation therein in contravention of applicable law, and\nhas no present intention of distributing or selling to others any of such\ninterest or granting any participation therein.\n\n                   ARTICLE 5. COVENANTS OF HMI AND ADVENTIST\n                                        \n     5.1. Covenants of HMI. Unless otherwise consented to in writing by\n          ----------------                                             \nEmpower, HMI shall, beginning on the Closing Date, comply with the following\ncovenants until the first to occur of (i) the date on which Empower, or its\naffiliates, no longer owns any of the HMI Shares and (ii) the closing date of\nHMI's first Qualified Public Offering. A \"Qualified Public Offering\" shall mean\nthe first firm commitment underwritten public offering pursuant to an effective\nregistration statement under the Securities Act coveting the offer and sale of\nsecurities to the public in which the gross proceeds to be received by the\nissuer equals or exceeds Thirty Million Dollars ($30,000,000).\n\n          (i)   Financial Statements. HMI will deliver to Empower internally\n                ---------------------                                       \nprepared unaudited quarterly financial statements and audited annual financial\nstatements. The quarterly. financial information will be provided to Empower\nwithin 45 days after the end of each quarter. HMI will provide to Empower annual\nfinancial statements within 90 days after each fiscal year end of HMI.\n\n          (ii)  Conduct of Business. HMI will maintain all properties used or\n                --------------------                                         \nuseful in the conduct of its business in good repair, working order and\ncondition, ordinary wear and tear excepted, as necessary to permit such business\nto be properly and advantageously conducted. HMI will keep in full force and\neffect its corporate existence.\n\n          (iii) Payment of Taxes, Compliance with Laws, Etc. HMI will pay and\n                -------------------------------------------                  \ndischarge all lawful taxes, assessments and governmental charges or levies\nimposed upon it or upon its income or property before the same shall become in\ndefault, as well as all lawful claims for labor, materials and supplies which,\nif not paid when due, might become a lien or charge upon its property or any\npart thereof; provided, however, that HMI shall not be required to pay and\ndischarge any such tax, assessment, charge, levy or claim so long as the\nvalidity thereof is being contested by HMI in good faith by appropriate\nproceedings and an adequate reserve therefor has been established on its books.\nHMI will comply with all applicable laws and regulations in all material\nrespects in the conduct of its business, including, without limitation, all\napplicable federal and state securities laws in connection with the issuance of\nany securities.\n\n\n\n     \n\n                                       19\n\n \n     (iv)  Material Adverse Change. HMI will promptly advise Empower of any\n           -----------------------                                         \nevent which represents a material adverse change in the condition or business,\nfinancial or otherwise, of HMI, and of each suit or proceeding commenced against\nHMI which, if adversely determined, in the reasonable judgment of HMI, could\nhave a material adverse effect on HMI or its financial conditions, business or\nprospects.\n\n     (v)   Inspection. For so long as Empower or an affiliate of Empower owns\n           ----------                                                   \n50% or more of the HMI Shares, HMI will, upon reasonable prior notice to HMI and\nso long as it is not unduly disruptive to HMI's business, permit authorized\nrepresentatives of Empower to visit and inspect any of HMI's books of account\n(and to make copies thereof and take extracts therefrom) at its own cost.\n\n     (vi)  Notice of Exercise. HMI will promptly notify Empower and Adventist in\n           ------------------                                      \nthe event the Sabratek Warrant is exercised or converted.\n\n     5.2.  Covenant of HMI and Adventist. Within 30 days of the date of this\n           -----------------------------                                    \nAgreement, HMI and Adventist shall (i) complete such actions as are necessary to\ncure the exceptions set forth in Schedules 2.2 and 2.(3)(iii) hereof, (ii) amend\nHMI's Bylaws so as to remove Section 8.5, titled \"Restriction of Transfer of\nShares,\" from the Bylaws, and upon such amendment cause HMI to replace the stock\ncertificate previously issued to Empower with a certificate that does not\nreference such restriction, and (iii) provide a certified copy of the\nresolutions of the Board of Directors of HMI as to the approval of this\nAgreement and the Related Agreements to which HMI is a party. Within 45 days of\nthe date of this Agreement, Adventist shall complete such actions as are\nnecessary to cure the exceptions set forth in Schedules 3.2 hereof,\n\n                        ARTICLE 6. COVENANTS OF EMPOWER\n                                        \n     Unless otherwise consented to in writing by Adventist, Empower shall,\nbeginning on the Closing Date, comply with the following covenants until the\nfirst to occur of (i) the date on which Adventist, or its affiliates no longer\nowns any of the Empower Shares and (ii) the closing date of Empower's first\nQualified Public Offering.\n\n     6.1.  Financial Statements. Empower will deliver to Adventist internally\n           --------------------                                              \nprepared unaudited quarterly financial statements and audited annual financial\nstatements. The quarterly financial information will be provided to Adventist\nwithin 45 days after the end of each quarter. Empower will provide to Adventist\nannual financial statements within 90 days after each fiscal year end of\nEmpower.\n\n     6.2.  Conduct of Business. Empower will maintain all properties used or\n           -------------------                                              \nuseful in the conduct of its business in good repair, working order and\ncondition, ordinary wear and tear excepted, as necessary to permit such business\nto be properly and advantageously conducted. Empower will keep in full force and\neffect its corporate existence.\n\n     6.3.  Payment of Taxes, Compliance with Laws, Etc. Empower will pay and\n           -------------------------------------------                      \ndischarge all lawful taxes, assessments and governmental charges or levies\nimposed upon it or upon its income or property before the same shall become in\ndefault, as well as all lawful claims for labor, materials and supplies which,\nif not paid when due, might become a lien or charge upon its\n\n                                       20\n\n \nproperty or any part thereof; provided, however, that Empower shall not be\nrequired to pay and discharge any such tax, assessment, charge, levy or claim so\nlong as the validity thereof is being contested by Empower in good faith by\nappropriate proceedings and an adequate reserve therefor has been established on\nits books. Empower will comply with all applicable laws and regulations in all\nmaterial respects in the conduct of its business, including, without limitation,\nall applicable federal and state securities laws in connection with the issuance\nof any securities.\n\n     6.4.  Material Adverse Change. Empower will promptly advise Adventist of\n           -----------------------                                           \nany event which represents a material adverse change in the condition or\nbusiness, financial or otherwise, of Empower, and of each suit or proceeding\ncommenced against Empower which, if adversely determined, in the reasonable\njudgment of Empower, could have a material adverse effect on Empower or its\nfinancial conditions, business or prospects.\n\n     6.5.  Inspection. For so long as HMI, or an affiliate of HMI, shall hold\n           ----------                                                        \n50% of the Empower Shares or, upon conversion of the Empower Shares, the common\nstock or other securities into which the Empower Shares are converted, Empower\nwill, upon reasonable prior notice to Empower and so long as it is not unduly\ndisruptive to Empower's business, permit authorized representatives of Adventist\nto visit and inspect any of Empower's books of account (and to make copies\nthereof and take extracts therefrom) at its own cost.\n\n     6.6.  Notice of Exercise. Empower will promptly notify Adventist in the\n           ------------------                                               \nevent that the Superior Option is exercised or converted.\n\n                          ARTICLE 7. INDEMNIFICATION\n                                        \n     7.1.  Indemnification by HMI. HMI agrees to defend, indemnify and hold\n           ----------------------                                          \nEmpower and its affiliates and their respective direct and indirect partners,\nmembers, stockholders, directors, officers, employees and agents and each person\nwho controls any of them (a \"Controlling Person\") within the meaning of Section\n                                                                        -------\n15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934,\n--                          ----------\nas amended (the \"Exchange Act\") (parties receiving the benefit of the\nindemnification agreement herein shall be referred to collectively as\n\"Indemnified Parties\" and individually as an \"Indemnified Party\") harmless from\nand against any and all losses, claims, damages, obligations, liens,\nassessments, judgments, fines, liabilities, and other costs and actual, out-of-\npocket expenses (including without limitation interest, penalties and any\ninvestigation costs, legal fees and other expenses in each case as reasonably\nincurred in connection with, and any amount paid in settlement of, any action,\nsuit or proceeding or any claim asserted, as the same are incurred) of any kind\nor nature whatsoever (\"Losses\") which may be sustained or suffered by any such\nIndemnified Party, based upon, arising out of, in respect of, or in connection\nwith (i) any inaccuracy in or breach of any representation or warranty made by\nHMI in this Agreement or in any of the Related Stock Agreements or instrument or\nother document delivered pursuant to this Agreement or any of the Related Stock\nAgreements, and (ii) any breach of any covenant or agreement made by HMI in this\nAgreement or in any of the Related Stock Agreements or instrument delivered\npursuant to this Agreement or any of the Related Stock Agreements.\n\n     7.2.  Indemnification by Adventist. Adventist agrees to defend, indemnify\n           ----------------------------                                       \nand hold Empower and its affiliates and their respective direct and indirect\npartners, members,\n\n                                       21\n\n \nshareholders, directors, officers, employees and agents and each Controlling\nPerson harmless from and against any and all Losses which may be sustained or\nsuffered by any such Indemnified Party, based upon, arising out of, in respect\nof, or in connection with (i) any inaccuracy in or breach of any representation\nor warranty made by Adventist in this Agreement or in any of the Related Stock\nAgreements or instrument or other document delivered pursuant to this Agreement\nor any of the Related Stock Agreements, and (ii) any breach of any covenant or\nagreement made by Adventist in this Agreement or in any of the Related Stock\nAgreements or instrument delivered pursuant to this Agreement or any of the\nRelated Stock Agreements.\n\n     7.3.  Indemnification by Empower. Empower agrees to defend, indemnify and\n           --------------------------                                        \nhold Adventist, HMI, their affiliates and their respective direct and indirect\npartners, members, stockholders, directors, officers, employees and agents and\neach Controlling Person of HMI or Adventist harmless from and against any and\nall Losses which may be sustained or suffered by any such Indemnified Party,\nbased upon, arising out of, in respect of, or in connection with (i) any\ninaccuracy in or breach of any representation or warranty made by Empower in\nthis Agreement or in any of the Related Stock Agreement or instrument or other\ndocument delivered pursuant to this Agreement or any of the Related Stock\nAgreements, and (ii) any breach of any covenant or agreement made by Empower in\nthis Agreement or in any of the Related Stock Agreements or instrument delivered\npursuant to this Agreement or any of the Related Stock Agreements.\n\n     7.4.  Survival of Indemnification. The indemnification provided for in\n           ---------------------------                                    \nthis Article 7 shall remain in full force and effect regardless of any\ninvestigation made by or on behalf of the Indemnified Parties or any officer,\ndirector, employee, agent or Controlling Person of the Indemnified Parties.\n\n     7.5.  Settlement of Claims. An Indemnified Party may not settle any third\n           --------------------\nparty claim without the Indemnifying Party's prior written consent, which\nconsent the Indemnifying Party may not unreasonably withhold or delay.\n\n     7.6.  Survival of Representations; Warranties and Covenants; Assignability\n           --------------------------------------------------------------------\nof Rights. Except as otherwise provided in Article 5 and 6 of this Agreement,\n---------                                                                 \nall covenants, agreements, representations and warranties (i) made herein and in\nthe certificates, lists, Exhibits, Schedules, Related Agreements, documents, or\nother written information executed, delivered, or furnished in connection\nherewith or therewith and (ii) to be performed hereunder and thereunder (a)\nshall be deemed to have been relied upon by the parties; (b) shall survive the\ndelivery of the Empower Shares and the HMI Shares for a period of one year after\nthe Closing Date; and (c) shall bind the parties' successors and assigns,\nwhether so expressed or not, and, except as otherwise provided in this\nAgreement, all such covenants, agreements, representations and warranties shall\ninure to the benefit of the parties' successors and assigns and to transferees\nof the HMI Shares or the Empower Shares, whether so expressed or not. For\npurposes of this Agreement, the parties' successors shall include any\ncorporation into which a party is merged or consolidated.\n\n     7.7.  Basket Limitation. The term \"Indemnity Basket\" shall mean $100,000.\n           -----------------                                                  \nNo claims for any Losses by a party or parties shall be made unless and until\nsuch Losses exceed the Indemnity Basket in the aggregate, and then the\nIndemnifying Party or Parties shall only be liable for the amount of the Losses\nexceeding the Indemnity Basket.\n\n                                       22\n\n \n     7.8.  Limit on Indemnification. In no event shall the parties' liability\n           ------------------------                                          \nfor Losses hereunder exceed the following limitations:\n\n           (i)    HMI's liability for Losses hereunder shall not exceed in the\naggregate $1,000,000.\n\n           (ii)   Empower's liability for Losses hereunder shall not exceed in\nthe aggregate $12,500,000.\n\n           (iii)  Adventist's liability for Losses hereunder shall not exceed in\nthe aggregate $12,500,000.\n\n     7.9.  Applicability. The indemnification obligations set forth in Sections\n           -------------                                                       \n7.1, 7.2 and 7.3 hereof are not applicable to the PMR Sale and License or any\ninstrument or other document delivered pursuant to the PMR Sale and License.\n\n                              ARTICLE 8. GENERAL\n\n     8.1.  Amendments, Waivers and Consents. The parties to this Agreement may,\n           --------------------------------                                    \nby written agreement, (i) amend this Agreement, (ii) extend the time for\nperformance of any of the obligations or other acts of the parties, (iii) waive\nany inaccuracies in the representations or warranties contained in this\nAgreement, or (iv) waive compliance with or modify any of the agreements\ncontained in this Agreement and waive or modify performance of any of the\nobligations of any of the parties to this Agreement; provided, no failure or\ndelay on the part of any party to this Agreement in exercising any of its\nrespective rights under this Agreement upon any failure by any other party to\nperform or observe any condition, covenant or provision shall operate as a\nwaiver thereof, nor shall any single or partial exercise of any such rights\npreclude any other exercise thereof or the exercise of any other right.\n\n     8.2.  Governing Law. This Agreement shall be deemed to be a contract made\n           -------------                                                      \nunder, and shall be construed in accordance with, the laws of the State of\nDelaware, without giving effect to conflict of laws principles thereof.\n\n     8.3.  Section Headings and Gender. The descriptive headings in this\n           ---------------------------                                  \nAgreement have been inserted for convenience only and shall not be deemed to\nlimit or otherwise affect the construction of any provision thereof or hereof.\nThe use in this Agreement of the masculine pronoun in reference to a party\nhereto shall be deemed to include the feminine or neuter, as the context may\nrequire.\n\n     8.4.  Counterparts. This Agreement may be executed in any number of\n           ------------                                                 \ncounterparts, each of which when so executed and delivered shall be taken to be\nan original; but such counterparts shall together constitute but one and the\nsame document.\n\n     8.5.  Notices and Demands. Any notices, claims or demand or other\n           -------------------                                        \ncommunications hereunder shall be in writing and shall be deemed to be duly\ngiven if personally given or if sent by telecopier, nationally-recognized\novernight courier or by registered or certified mail, return receipt required\nand postage prepaid, addressed to such party in accordance herewith or as\n\n                                       23\n\n \notherwise stated in any notice given in accordance herewith. Any such notice\nshall be deemed to have been received (i) in the case or personal delivery or\ndelivery by telecopier, on the date of such delivery, (ii) in the case of a\nnationally-recognized overnight courier, on the next business day after the date\nsent and (iii) in the case of mailing, on the third business day following that\non which the piece of mail containing such communication is posted.\n\n               If to HMI or Adventist:\n\n                    111 North Orlando Avenue\n                    Winter Park, Florida 32789-3675\n                    Attention: Calvin Wiese\n                    407.975.1458 (facsimile)\n\n               With a copy to:\n\n                    Steven L. Meltzer, Esquire\n                    Shaw Pittman Potts &amp; Trowbridge\n                    1501 Farm Credit Drive\n                    McLean, VA 22102-5000\n                    703.821.2397 (facsimile)\n\n               If to Empower:\n\n                    Empower Health Corporation\n                    8920 Business Park Drive\n                    Austin, Texas 78759\n                    Attention: Donald Hackett, President\n                    512.726.5130 (facsimile)\n\n               With a copy to\n\n                    Anthony J. Richmond, Esquire\n                    Harold R. DeGraff, Esquire\n                    Latham &amp; Watkins\n                    135 Commonwealth Drive\n                    Menlo Park, California 94025\n                    650.463.2600 (facsimile)\n\n     8.6.  Severability. Whenever possible, each provision of this Agreement\n           ------------                                                     \nshall be interpreted in such a manner as to be effective and valid under\napplicable law, but if any provision of this Agreement 'shall be deemed\nprohibited or invalid under such applicable law, such provision shall be\nineffective to the extent of such prohibition or invalidity, and such\nprohibition or invalidity shall not invalidate the remainder of such provision\nor the other provisions of this Agreement.\n\n     8.7.  Integration. This Agreement, including the exhibits, documents and\n           -----------                                                       \ninstruments and related agreement referred to herein or therein, constitutes the\nentire agreement, and\n\n                                       24\n\n \nsupersedes all other prior agreements and understandings, both written and oral,\namong the parties with respect to the subject matter hereof.\n\n     8.8.  Expenses. Each party hereto shall bear its own costs and expenses\n           --------                                                         \nincurred on its behalf in connection with the preparation, negotiation,\nexecution and delivery of this Agreement and the Related Agreements and the\nconsummation of the transactions contemplated hereby and therein.\n\n                                       25\n\n \n     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted and delivered by their proper and duly authorized officers as of the\nday and year first above written.\n\n                              HEALTHMAGIC, INC.:\n\n                              By: \/s\/ Calvin W. Wiese\n                                  -------------------------------\n                                  Name:  Calvin W. Wiese\n                                       --------------------------  \n                                  Title: Chairman &amp; President\n                                        -------------------------\n\n                              ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE\n                              CORPORATION'\n\n                              By: \/s\/ Calvin W. Wiese\n                                  -------------------------------\n                                  Name:  Calvin W. Wiese\n                                       --------------------------  \n                                  Title: Chairman &amp; President\n                                        -------------------------\n\n                              EMPOWER HEALTH CORPORATION:\n\n                              By: \/s\/ Don Hackett\n                                 --------------------------------  \n                                 Name:  Don Hackett\n                                      ---------------------------\n                                 Title: CEO\/Pres.\n                                       --------------------------\n\n                                       26\n\n \n                                   Exhibit A\n                          Certificate of Designation\n                          --------------------------\n                                        \n\n                                       27\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9622,9625],"class_list":["post-43433","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-planning","corporate_contracts_types-planning__exchange"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43433","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43433"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43433"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43433"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43433"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}