Company’s Board of Directors Uses in Reorganization, Merger or Sale of Assets Clause

Reorganization, Merger or Sale of Assets

This certifies that, for value received, MITCHELL ROSEN (Holder) is entitled, subject to the terms set forth below, to purchase from NEUTRON ENTERPRISES, INC., a Nevada corporation (the Company), shares of the common stock, $.001 par value per share, of the Company (Common Stock), as constituted on the date hereof (the Option Issue Date), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

Reorganization, Merger or Sale of Assets. If at any time while this Option, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein); or (ii) subject to Section 12 hereof, a merger or consolidation of the Company in which the shares of the Companys capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then, as a part of such reorganization, merger, or consolidation, lawful provision shall be made so that the holder of this Option shall upon such reorganization, merger, or consolidation, have the right by exercising such Option, to purchase the kind and number of shares of Common Stock or other securities or property (including cash) otherwise receivable upon such reorganization, merger or consolidation by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Option immediately prior to such reorganization, merger or consolidation. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations or mergers. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Companys Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Companys Board of Directors) shall be made in the application of the provisions of this Option with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Option. Notwithstanding the foregoing, in the event that any reorganization, merger or consolidation described in this Section 11.1 may be deemed a Fundamental Transaction, as such term is defined in Section 12 hereof, Section 12 shall govern.

Reorganization, Merger or Sale of Assets

This certifies that, for value received, MARK WOLINSKY (Holder) is entitled, subject to the terms set forth below, to purchase from NEUTRON ENTERPRISES, INC., a Nevada corporation (the Company), shares of the common stock, $.001 par value per share, of the Company (Common Stock), as constituted on the date hereof (the Option Issue Date), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

Reorganization, Merger or Sale of Assets. If at any time while this Option, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein); or (ii) subject to Section 12 hereof, a merger or consolidation of the Company in which the shares of the Companys capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then, as a part of such reorganization, merger, or consolidation, lawful provision shall be made so that the holder of this Option shall upon such reorganization, merger, or consolidation, have the right by exercising such Option, to purchase the kind and number of shares of Common Stock or other securities or property (including cash) otherwise receivable upon such reorganization, merger or consolidation by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Option immediately prior to such reorganization, merger or consolidation. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations or mergers. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Companys Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Companys Board of Directors) shall be made in the application of the provisions of this Option with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Option. Notwithstanding the foregoing, in the event that any reorganization, merger or consolidation described in this Section 11.1 may be deemed a Fundamental Transaction, as such term is defined in Section 12 hereof, Section 12 shall govern.

Reorganization, Merger or Sale of Assets

This certifies that, for value received, ANDREW GERTLER (Holder) is entitled, subject to the terms set forth below, to purchase from NEUTRON ENTERPRISES, INC., a Nevada corporation (the Company), shares of the common stock, $.001 par value per share, of the Company (Common Stock), as constituted on the date hereof (the Option Issue Date), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

Reorganization, Merger or Sale of Assets. If at any time while this Option, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein); or (ii) subject to Section 12 hereof, a merger or consolidation of the Company in which the shares of the Companys capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then, as a part of such reorganization, merger, or consolidation, lawful provision shall be made so that the holder of this Option shall upon such reorganization, merger, or consolidation, have the right by exercising such Option, to purchase the kind and number of shares of Common Stock or other securities or property (including cash) otherwise receivable upon such reorganization, merger or consolidation by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Option immediately prior to such reorganization, merger or consolidation. The foregoing provisions of this Section 11.1 shall similarly apply to successive reorganizations, consolidations or mergers. If the per-share consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Companys Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Companys Board of Directors) shall be made in the application of the provisions of this Option with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Option. Notwithstanding the foregoing, in the event that any reorganization, merger or consolidation described in this Section 11.1 may be deemed a Fundamental Transaction, as such term is defined in Section 12 hereof, Section 12 shall govern. Back to Contents

Reorganization, Merger or Sale of Assets from Warrant to Purchase Common Stock

This certifies that, for value received, Health Care REIT, Inc., or registered assignees (the Holder or HCRI), is entitled, subject to the terms set forth below, to purchase from Tandem Health Care, Inc., a Pennsylvania corporation (the Company), 100,000 shares of the Companys Common Stock, par value $.00008 per share (the Common Stock), in accordance with the terms of this Warrant, upon surrender of this Warrant, at the principal office of the Company, with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States, of the Exercise Price as set forth in Section 2 below (or upon exercise of the net issue exercise provision in Section 3(c) below). The term Warrant as used herein, shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

Reorganization, Merger or Sale of Assets. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization, (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Companys capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of all or substantially all of the Companys properties and assets to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant shall, when this Warrant is exercisable, thereafter be entitled to receive upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustment (as determined in good faith by the Companys Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.