Aperture Health, Inc. – flexSCAN, Inc. 27201 Puerta Real, Suite 350 Mission Viejo, CA 92691 Attention: Thomas Banks, President and CEO Fuel Corporation of America 1608 W. 2225 South Woods Cross, Utah 84087 Re: (August 18th, 2005)
Indemnity Agreement that is Exhibit D to the Agreement and Plan of Merger ("Merger Agreement"), among flexSCAN, Inc., a Delaware corporation ("flexSCAN"); Fuel Corporation of America, a Nevada corporation ("FCA" or the "Company"); and a newly formed Delaware corporation that is a wholly-owned subsidiary of FCA ("Merger Sub"), and payment of the sum of $550,000 to Tryant LLC, a Delaware limited liability company ("Tryant")
Aperture Health, Inc. – FLEXSCAN, INC. 10% CONVERTIBLE DEBENTURE August 3, 2005 Loan Date Loan Amount Loan Number (August 18th, 2005)
THE DEBENTURE REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK UNDERLYING SUCH DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE DEBENTURE AND/OR COMMON STOCK UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION REASONABLY SATISFACTORY TO FLEXSCAN, INC., FROM COUNSEL FOR FLEXSCAN, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO FLEXSCAN, INC., TO THE EFFECT THAT THE TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.
Aperture Health, Inc. – Contract (July 19th, 2005)
AGREEMENT AND PLAN OF MERGER BY AND AMONG FUEL CORPORATION OF AMERICA FLEXSCAN, INC. AND FCA ACQUISITION CORP. This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of July 15, 2005, among Fuel Corporation of America, a Nevada corporation ("Parent"), flexSCAN, Inc., a Delaware corporation ("FlexSCAN") and FCA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("FCA Merger Sub"). RECITALS A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law ("Delaware Law") and the Nevada Corporation Law ("NCL"), Parent, FlexSCAN and FCA Merger Sub intend to enter into a business combination transaction. B. The Board of Directors of FlexSCAN (i) has determined that the Merger (as defined in Section 1.2 below) is consistent with and in furtherance