Basic Care Networks Inc Sample Contracts

Basic Care Networks Inc – THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT OF UNITED HEALTHCARE MANAGEMENT, LLC (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”) dated as of August 7, 2006, by and between UNITED HEALTHCARE MANAGEMENT, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (“Seller”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Buyer”), is an amendment to that certain Asset Purchase Agreement dated November 18, 2005 by and among the Buyer and Seller (the “Agreement”).

Basic Care Networks Inc – THIRD AMENDMENT TO THE STOCK PURCHASE AGREEMENT (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”), dated August 7, 2006, amends that certain Stock Purchase Agreement (the “Agreement”) dated November 22, 2005 and entered by and between Choice Medical Centers, Inc., a Florida Corporation having a corporate address of 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida. 33431 (“CMC”), CMC’s subsidiary and affiliate entities set forth in Exhibit A to the Agreement, (CMC and the subsidiary and affiliate entities set forth in Exhibit A to the Agreement collectively referred to as “CMC Companies”), and the shareholders, members and/or owners (the “Shareholders”) of the CMC Companies (the CMC Companies and Shareholders collectively referred to as the "Seller") on the one hand, and Basic Care Networks, Inc., a Delaware corporation having an address of 4270 Promenade Way, Suite 226, Marina Del Rey, CA 90292 ("Buyer") on the other hand. This Amendment is ent

Basic Care Networks Inc – THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT OF PARK SLOPE MANAGEMENT ASSOCIATES, LLC (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”) dated as of August 7, 2006, by and among PARK SLOPE MANAGEMENT ASSOCIATES, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (“Seller”), BASIC CARE NETWORKS (Park Slope), LLC, a New York limited liability company having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Buyer”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Parent”), of which Buyer is a wholly-owned subsidiary, is an amendment to that certain Asset Purchase Agreement dated November 18, 2005 by and among the Parent, Buyer and Seller (the “Agreement”).

Basic Care Networks Inc – THIRD AMENDMENT TO THE MASTER TRANSACTION AGREEMENT (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”), is made by and among BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Company”) on the one hand and 303 MEDICAL CLINIC, P.A. , a Texas professional association, BRUCE E. WARDLE’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC, P.A., a Texas professional association, KINGSLEY MEDICAL CLINIC, P.A., a Texas professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association, O’CONNOR MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT CARE CLINIC, P.A., a Texas professional association (collectively, the “Clinics”) and Bruce E. Wardlay, D.O. (“Physician”) is an amendment to that certain Master Transaction Agreement, dated December 12, 2005, by and among the Company, the Clinics and the Physician (the “Ag

Basic Care Networks Inc – THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT OF GRAND CENTRAL MANAGEMENT, LLC (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”) dated as of August 7, 2006, by and between GRAND CENTRAL MANAGEMENT SERVICES, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (“Seller”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Buyer”), is an amendment to that certain Asset Purchase Agreement dated November 18, 2005 by and among the Buyer and Seller (the “Agreement”).

Basic Care Networks Inc – THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT OF HEALTH PLUS MANAGEMENT SERVICES, L.L.C., and STUART BLUMBERG (August 14th, 2006)

THIS THIRD AMENDMENT (“Amendment”) dated as of August 7, 2006, by and among BASIC CARE NETWORKS, INC., a Delaware corporation (the “Purchaser”), HEALTH PLUS MANAGEMENT SERVICES, LLC, a New York limited liability company (the “Company”), and STUART BLUMBERG (“Blumberg” or the “Principal”), is an amendment to that certain Membership Interest Purchase Agreement dated November 18, 2005 by and among the Buyer and Seller (the “Agreement”).

Basic Care Networks Inc – BASIC CARE NETWORKS, INC. DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENT (February 13th, 2006)

THIS DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENT is entered into, effective as of February __, 2006 by and between Basic Care Networks, Inc., a Delaware corporation (the "Company"), and ___________________ ("Indemnitee").

Basic Care Networks Inc – BYLAWS OF BASIC CARE NETWORKS, INC. (February 13th, 2006)
Basic Care Networks Inc – ASSET PURCHASE AGREEMENT by and among BRUCE WARDLAY and REHABILITATION PHYSICIANS NETWORK, INC. and JOEL BROCK and JEFF ALAN KING (February 13th, 2006)

THIS ASSET PURCHASE AGREEMENT (“Asset Purchase Agreement”), dated and effective as of December 12, 2005, is by and among Bruce Wardlay, D.O. (the “Purchaser”) on the one hand and REHABILITATION PHYSICIANS NETWORK, INC., a Texas corporation (collectively, the “Clinic”), Dr. Joel Brock and Dr. Jeff Alan King (the “Physicians”) on the other hand.

Basic Care Networks Inc – FORM OF ASSIGNMENT AGREEMENT (February 13th, 2006)

THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of _______________, 2006 by and between Bruce E. Wardlay, D.O. (the “Assignor”) and BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Assignee”) on the other hand.

Basic Care Networks Inc – CONSULTING AGREEMENT (February 13th, 2006)

This Consulting Agreement (“Agreement”) is made as of December 12, 2005, by and between the undersigned Key Person (as defined in the Master Transaction Agreement) (“Consultant”), and Basic Health Care Networks of Texas, L.P., a Texas limited partnership (the “Purchaser”), in reference to the following:

Basic Care Networks Inc – CONSULTING AGREEMENT (February 13th, 2006)

This Consulting Agreement (“Agreement”) is made as of 12/13/05, by and between the undersigned Key Person (as defined in the Master Transaction Agreement) (“Consultant”), and Basic Health Care Networks of Texas, L.P., a Texas limited partnership (the “Purchaser”), in reference to the following:

Basic Care Networks Inc – ASSET PURCHASE AGREEMENT (February 13th, 2006)

This Consulting Agreement (“Agreement”) is made as of the ___ day of __________ 2005 by and between United Healthcare Management, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (the “Seller,” also referred to in this Agreement as the “Consultant”), and Basic Care Networks, Inc., a Delaware corporation (the “Company”), in reference to the following:

Basic Care Networks Inc – MANAGEMENT AGREEMENT (February 13th, 2006)

MANAGEMENT AGREEMENT (this "Agreement") dated ____________, 200__, by and between Newco_____________, a Florida __________ having offices at 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida 33431 (hereinafter, "Management Company"), and Basic Care Networks, Inc., a Delaware corporation with its principle place of business at 4270 Promenade Way, Suite 226, Marina Del Ray, California 90292 (“Basic Health”) together with its wholly-owned subsidiaries consisting of Choice Medical Centers, Inc., Injury Treatment Center of Coral Springs, Inc., Chiro-Medical Associates of Hollywood, Inc., Injury Treatment Center of Boynton Beach, Inc., Injury Treatment Center of South Florida, Inc., Neuro Massage Therapists, Inc., Injury Treatment Center of Fort Lauderdale, Inc. and Southeast MRI, Inc. (individually, a “Subsidiary Entity” and collectively, the “Subsidiary Enti

Basic Care Networks Inc – EMPLOYMENT AGREEMENT (February 13th, 2006)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 10, 2006 (the “Agreement Date”) by and between Basic Care Networks, Inc., a Delaware corporation (the “Company”), and David Rapoport (“Executive”), with reference to the following facts:

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/13/05, by and among Basic Health Care Networks of Texas, L.P., a Texas limited partnership (“Purchaser”) and Kenny Myers (“Obligor”). The Closing Date (as defined in the Master Transaction Agreement (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – EMPLOYMENT AGREEMENT (February 13th, 2006)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 10, 2006 (“Agreement Date”) by and between Basic Care Networks, Inc., a Delaware corporation (the “Company”), and Robert S. Goldsamt (“Executive”), with reference to the following facts:

Basic Care Networks Inc – CONSULTING AGREEMENT (February 13th, 2006)

This Consulting Agreement (“Agreement”) is made as of 12/13/05, by and between the undersigned Key Person (as defined in the Master Transaction Agreement) (“Consultant”), and Basic Health Care Networks of Texas, L.P., a Texas limited partnership (the “Purchaser”), in reference to the following:

Basic Care Networks Inc – ASSET PURCHASE AGREEMENT (February 13th, 2006)

ASSET PURCHASE AGREEMENT, dated as of November 18, 2005, by and among PARK SLOPE MANAGEMENT ASSOCIATES, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (“Seller”), BASIC CARE NETWORKS (Park Slope), LLC, a New York limited liability company having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Buyer”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Parent”), of which Buyer is a wholly-owned subsidiary.

Basic Care Networks Inc – FORM OF ASSIGNMENT AGREEMENT (February 13th, 2006)

THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of _______________, 2006 by and between Bruce E. Wardlay, D.O. (the “Assignor”) and BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Assignee”) on the other hand.

Basic Care Networks Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among BASIC CARE NETWORKS, INC. HEALTH PLUS MANAGEMENT SERVICES, L.L.C., and STUART BLUMBERG (February 13th, 2006)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated November 18, 2005, by and among BASIC CARE NETWORKS, INC., a Delaware corporation (the “Purchaser”), HEALTH PLUS MANAGEMENT SERVICES, LLC, a New York limited liability company (the “Company”), and STUART BLUMBERG (“Blumberg” or the “Principal”).

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of December 12, 2005, by and among Basic Health Care Networks of Texas, L.P., a Texas limited partnership (“Purchaser”) and Bruce Wardlay (“Obligor”). The Closing Date (as defined in the Master Transaction Agreement (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/12, 2005, by and among Bruce E. Wardlay, (“Purchaser”) and Alwyn Lorenzo (“Obligor”). The Closing Date (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BASIC CARE NETWORKS, INC. (February 13th, 2006)

Basic Care Networks, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

Basic Care Networks Inc – ASSET PURCHASE AGREEMENT by and among BRUCE WARDLAY, D.O. and and JOEL BROCK and JEFF ALAN KING and ALWYN LORENZO (February 13th, 2006)

THIS ASSET PURCHASE AGREEMENT (“Asset Purchase Agreement”), dated and effective as of December 12, 2005, is by and among Bruce Wardlay, D.O. (the “Purchaser”) on the one hand and FT. WORTH REHABILITATION, INC., a Texas corporation (collectively, the “Clinic”), Dr. Joel Brock, Dr. Jeff Alan King and Dr. Alwyn Lorenzo (the “Physicians”) on the other hand.

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/12 2005, by and among Bruce E. Wardlay, (“Purchaser”) and Joel Brock (“Obligor”). The Closing Date (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – ASSET PURCHASE AGREEMENT (February 13th, 2006)

ASSET PURCHASE AGREEMENT, dated as of November 18, 2005, by and between GRAND CENTRAL MANAGEMENT SERVICES, LLC, a New York limited liability company having its principal place of business at 6 Corporate Center Drive, Melville, New York (“Seller”), and BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place of business at 4270 Promenade Way, Suite 226, Marina Del Rey, California 90292 (“Buyer”).

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/13/05, by and among Basic Health Care Networks of Texas, L.P., a Texas limited partnership (“Purchaser”) and Eric Trager (“Obligor”). The Closing Date (as defined in the Master Transaction Agreement (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – MASTER TRANSACTION AGREEMENT by and among BASIC HEALTH CARE NETWORKS OF TEXAS, L.P. and (February 13th, 2006)

THIS MASTER TRANSACTION AGREEMENT (“Master Transaction Agreement”), dated and effective as of December 12, 2005, is by and among BASIC HEALTH CARE NETWORKS OF TEXAS, L.P., a Texas limited partnership (the “Company”) on the one hand and 303 MEDICAL CLINIC, P.A. , a Texas professional association, BRUCE E. WARDLE’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC, P.A., a Texas professional association, KINGSLEY MEDICAL CLINIC, P.A., a Texas professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association, O’CONNOR MEDICAL CENTER, P.A., a Texas professional association, RED BIRD URGENT CARE CLINIC, P.A., a Texas professional association (collectively, the “Clinics”) and Bruce E. Wardlay, D.O. (“Physician”).

Basic Care Networks Inc – NON-COMPETITION AGREEMENT (February 13th, 2006)

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of 12/12, 2005, by and among Bruce E. Wardlay, (“Purchaser”) and Jeff King (“Obligor”). The Closing Date (as defined below)) shall be the “Effective Date” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

Basic Care Networks Inc – STOCK PURCHASE AGREEMENT (February 13th, 2006)

This STOCK PURCHASE AGREEMENT (“Agreement”), dated as of November 22, 2005, is by and between Choice Medical Centers, Inc., a Florida Corporation having a corporate address of 2295 North West Corporate Blvd., Suite 140, Boca Raton, Florida. 33431 (“CMC”), CMC’s subsidiary and affiliate entities set forth in Exhibit A attached hereto, (CMC and the subsidiary and affiliate entities set forth in Exhibit A collectively referred to as “CMC Companies”), and the shareholders, members and/or owners (the “Shareholders”) of the CMC Companies (the CMC Companies and Shareholders collectively referred to as the "Seller"), and Basic Care Networks, Inc., a Delaware corporation having an address of 4270 Promenade Way, Suite 226, Marina Del Ray, CA 90292 ("Buyer"). Seller and Buyer may hereinafter be referred to individually as a "Party" and collectively as the "Parties."

Basic Care Networks Inc – EMPLOYMENT AGREEMENT (February 13th, 2006)

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 10, 2006 (the “Agreement Date”) by and between Basic Care Networks, Inc., a Delaware corporation (the “Company”), and Ernest J. Ritacco (“Executive”), with reference to the following facts: