t
AMENDED AND RESTATED EXCHANGE AGREEMENT
DATED JUNE 5, 1995 BY AND BETWEEN THE SENIOR GROUP,
A COMMON LAW CONTRACTUAL BUSINESS ORGANIZATION,
(COMPANY) AND HEALTH CARE CENTERS OF AMERICA, INC. (HCCA)
AGREEMENT made this 5th day of June, 1995, by and between The Senior Group, (a
common law contractual business organization) of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, The Senior Group, Gibraltar, at
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇, by its agent, North American Trust
Company, Ltd., (hereinafter called "the Company"), and Health Care Centers of
America, Inc., a Nevada corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually
(hereinafter collectively referred to as "HCCA"). In consideration of the mutual
promises and undertakings of the parties, and for other good and valuable
consideration, the receipt and sufficiently of which is hereby acknowledged, the
parties hereby state and agree as follows.
WITNESSETH:
WHEREAS, the Company is the holder of certain properties listed in the attached
Schedule "A", annexed hereto and made a part hereof; and
WHEREAS, the authorized capital stock of HCCA consists of 900,000,000 shares of
capital stock, par value $0.001 per share, of which approximately 162,000,000
shares are currently issued and outstanding; and,
WHEREAS, HCCA and the Company agree that it would be to their mutual benefit for
HCCA to acquire all of the certificates of the beneficial interest of the
Company in exchange for shares of HCCA stock; and,
WHEREAS, the Company and HCCA executed a certain Exchange Agreement; and,
WHEREAS, certain changes have been made from time to time to said agreement,
including, but not limited to, those amendments as reflected in an Amended
Exchange Agreement dated June 28, 1994; and a certain transfer of interest to
The Senior Group (Gibraltar) dated July 15, 1994; and,
WHEREAS, HCCA and the Company wish to restate the material terms agreements and
amendments thereto, as of this date.
FURTHERMORE, This agreement is subject to the terms of a certain Escrow
Agreement dated June 28, 1994 which is incorporated herein by reference and is
made a part hereof, a copy of which is attached as Schedule "E".
NOW, THEREFORE, in consideration of mutual promises and of the mutual covenants
and obligations contained herein, and for such other good and valuable
Initials EBW
1
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE Company. The Trustees) of the Company,
jointly and severally, hereby represent and warrant to HCCA that:
(a) The Company is validly existing and is duly qualified to transact
business and has the power to engage in the business in which it is
presently engaged.
(b) The Trustees) or his agents agrees to continue the operation of the
Company using his best efforts to carry on the business under accepted
business practices and generally accepted accounting principals.
(c) The Company has good and marketable title to all of its property and
assets (except property and assets disposed of since such date in the usual
and ordinary course of business).
(d) The Company is not a party to any employment contract with any officer,
director, or certificate of beneficial interest holder, or to any lease,
agreement or other commitment not in the usual and ordinary course of
business, or to any operation, insurance, profit-sharing or bonus plan,
except as disclosed in Exhibit
(e) This Agreement has been duly executed by the Trustees) of the Company,
and the execution and performance of this Agreement will not violate, or
result in a breach of, or constitute a default in, any agreement,
instrument, judgment, order or decree to which either of them is a party or
to which either of them is subject nor will such execution and performance
constitute a violation of or conflict with any fiduciary to which either of
them is subject.
(f) The Company has timely filed or timely filed necessary extensions with
the appropriate governmental authorities all tax and other returns required
to be filed by it, and such returns are true and complete aid all taxas
shown thereon to be due have been paid. All material federal, state, local,
county, franchise, sales, . use, excise and other taxes assessed or due
have been duly paid, and no reserves for unpaid taxes have been set up or
required on the basis of the facts and in accordance with generally
accepted accounting principles.
(g) No representation or warranty in this section, nor statement in any
document, certificate or schedule furnished or to be furnished pursuant to
this Agreement by the Trustees) of the Company, or in connection with the
transactions contemplated hereby, contains or contained any untrue
statement of a material fact, nor does or will omit to state a material
fact necessary to make any statement of fact contained herein or therein
not misleading. The Company has maintained, and will until the Closing,
maintain, in full force and effect adequate policies of insurance with
coverage sufficient to meet the normal requirements of its business. Any
representation, duty, agreement, or warranty contained herein by or
relating to the Company shall be deemed to be a representation, duty,
agreement, or warranty of the Trustees) and the Trustees) shall cause the
Company to fully comply with the terms of this Exchange Agreement as it
applied to the Company.
2. REPRESENTATIONS AND WARRANTIES OF HCCA. HCCA represents and warrants to the
Company that:
(a) HCCA is a corporation duly organized and validly existing and in good
standing, under the laws of the State of Nevada; HCCA is qualified to
transact business in any ether state and has an authorized capitalization
of 900,000,000 shares of which there are issued and
outstanding___________________shares of capital stock, par value $0.001 per
share.
(b) HCCA has delivered to the Trustees) its financial statements for the
three years, prepared by W. ▇▇▇▇ ▇▇▇▇▇▇, Certified Public Accountant. These
financial statements accurately set forth the financial condition of HCCA
as of the dates specified, and the results of operations for the fiscal
years involved, prepared in conformity with generally accepted accounting
principles consistently applied.
(c) HCCA has good and marketable title to all of its property and assets
(except property and assets disposed of since such date in the usual and
ordinary course of business), subject to no mortgages, pledges, liens or
other encumbrances except as disclosed in such balance sheet or in Schedule
"B" annexed hereto and made a part hereof.
(d) As of June 28, 1994, HCCA has no obligations, liabilities or
commitments, contingent or otherwise, of a material nature which were not
provided for, except as set forth in such balance sheet or in Schedule "B".
(e) Since the date of the aforementioned balance sheet, there has been no
change in the nature of the business of HCCA nor in its financial condition
or property, other than changes in the usual and ordinary course of
business, none (line illegible) liabilities or made any commitments other
than in the usual and ordinary course of business except as disclosed in
Schedule "B".
(f) HCCA is not a party to any employment contract with any officer,
director, or stockholder, or to any lease, agreement or other commitment
not in the usual and ordinary course of business, nor to any pension,
insurance, profit-sharing or bonus plan, except as disclosed in Schedule
"B".
(g) HCCA is neither a defendant, nor a plaintiff against whom a
counterclaim has been asserted in any litigation, pending or threatened,
nor has any material claim been made or asserted against HCCA nor are there
any proceedings threatened or pending before any federal, state or
municipal government, or any department, board, body or agency thereof,
involving HCCA except as disclosed in Schedule
(h) HCCA is not in default under any agreement to which it is a party nor
in the payment of any of its obligations.
(i) Between the date of the balance sheet referred to in subparagraph "b"
hereof and the Closing, HCCA will not have (i) paid or declared any
dividends on its capital stock, (ii) made or authorized any changes in its
Articles of Incorporation or in any amendment thereto or in its By-Laws, or
(iii) made any commitments or disbursements or incurred any obligations or
liabilities of a substantial nature and which are not in the usual and
ordinary course of business, or (iv) mortgaged or pledged or subjected to
any lien, charge or other encumbrance any of their assets, tangible or
intangible, except in the usual and ordinary course of its business; or (v)
sold, leased, or transferred or contracted to sell, lease or transfer any
assets, tangible or intangible, or entered into any other transactions,
except in the usual and ordinary course of business, and except as set
forth in Schedule "B" hereof.
(j) This Agreement has been duly executed by HCCA and the execution and
performance of this Agreement will not violate, or result in a breach of,
or constitute a default in, any agreement, instrument, judgment, order or
decree to which it is a party or to which it is subject nor ▇▇▇▇ such
execution and performance constitute a violation of or conflict with any
fiduciary duty to which it is subject.
(k) HCCA will file with the appropriate governmental authorities, all
information, documents, or other material required by the Securities and
Exchange Act of 1934, as amended, and by the Security and Exchange
Commission and all relevant state agencies, and all tax and other returns
required to be filed by it, such returns are true and complete and all
taxes shown thereon to be due have (line illegible) and other taxes
assessed or due have been duly paid and no reserves for unpaid taxes have
been set up or are required on the basis of the facts and in accordance
with generally accepted accounting principles.
(l) HCCA is not in default with respect to any other writ, injunction, or
decree of any court or federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, and there
are no actions. suits, claims, proceedings, or investigations pending or,
to the knowledge of HCCA threatened against or affecting HCCA at law or in
equity, or before or by any state, municipal or other governmental court,
department, commission, board, bureau, agency or instrumentality, domestic
or foreign. Further, HCCA has complied and will continue to comply with all
provisions of the Securities and Exchange Act of 1934, as amended, and all
state securities laws, and with all regulations, rules, and promulgations
of the Securities and Exchange ' Commission and all relevant state
entities.
(m) The issued and outstanding shares of HCCA have been admitted to trading
in the over-the-counter market.
(n) HCCA warrants and certifies that it has done due diligence in regards
to this transaction and that it has requested and been given by the Company
full and complete disclosure and information including but not limited to
all information and disclosures concerning mortgages, pledges, liens, and
all other encumbrances against the assets listed in Schedule "A"; all
litigation pending or threatened against the Company in any federal, state,
or municipal court or government agency or any board or body thereof; all
other legal documents directly or indirectly effecting the assets in
Schedule "A"; and finally HCCA further warrants and certifies that it is
satisfied that the Company has truthfully complied with all requests for
due diligence information and has left no matter effecting the operation of
the Company undisclosed to HCCA or its agents.
(o) The HCCA shares to be transferred under this agreement will not be
restricted shares at the time of closing.
3. DATE AND TIME OF CLOSING. The closing has been held on June 28, 1994
immediately following the resolution by the Board of Directors of HCCA as set
forth in Paragraph 5 of this Agreement,in Ft. Lauderdale, Florida or at such
other time and place as may be mutually agreed upon between the parties in
writing (hereinafter "the Closing").
4. EXCHANGE OF CERTIFICATES OF BENEFICIAL INTEREST FOR STOCK.
(a) At the Closing, one hundred percent (100%) of the certificates of
beneficial interest being one hundred (100) units of the Company and fifty
percent (50%) of the stock of Rainbow Air Corporation, shall be exchanged
for six million, three hundred and seventy-four thousand, three hundred and
sixty-three (6,374,363) shares of HCCA stock (as hereinafter defined).
During the full term of this agreement and the aforementioned Escrow
Agreement, the Company shall have the right to sell, pledge, assign,
hypothecate, collateralize, gift, devise, or bequest said shards in whole
or in part, at the sole discretion of the Company and its duly appointed
Trustee(s). Further, HCCA agrees in consideration of the transfer of sari
`,
Rainbow Air stock, that HCCh assumes fifty percent (50%) of the
responsibilities and liabilities for all operating expenses of Rainbow Air
Corporation, and hereby gives the Company the right of set off for said
expenses against all income due HCCA as a result of its stock ownership in
Rainbow Air Corporation. If HCCA does not have sufficient funds or assets
to pay for the full amount of set off, then said deficiencies can be set
off from any other agreements existing between HCCA and the Company or its
successors or assigns.
(c) Fractional shares shall not be issued. In lieu thereof, the number of
shares of HCCA stock to be issued upon such exchange shall be rounded up or
down to the nearest full share.
(d) All shares of HCCA stock to be issued as set forth above shall be fully
paid and non-assessable and shall be issued in full satisfaction of all
rights pertaining to the assets exchanged therefore.
(e) HCCA's stock closing price, as of June 27, 1994, was $2.50 per share.
Regardless of anything to the contrary, during the term of this agreement,
including the Escrow Agreement in Exhibit "E", the total value of fifty
percent (50%) of the shares of the HCCA stock herein involved shall equal
the total agreed upon value of the items listed on Schedule "A". If at any
time, said value of stock falls below the above, HCCA shall transfer
additional shares of HCCA stock to make up the difference in value. If HCCA
fails to transfer same within five.(5) days, said failure will be construed
as a default and at the option of the Company, this agreement shall be
immediately terminated. During the five (5) day period, the highest price
per share will be used to calculate any shortfall.
(f) Parties further agree that HCCA shall provide for special offerings of
HCCA stock, when requested to do so by the Company, in an amount requested
by the Company, including but not limited to, an amount necessary to
complete the construction and operation of the following properties:
(1) Royce banquet hall and office building, Oakbrook Terrace,
Illinois; (2) any other properties subject to the terms of this
agreement, that may,' in the sole discretion of the Trustee(s), need
expansion or improvements
(g) If the special stock offerings required in this agreement are not
provided by HCCA same is construed as a default and the Company may
immediately terminate this agreement. In the alternative, HCCA shall
transfer to the Company sufficient unrestricted shares of HCCA stock for
use by the Company as collateral to secure the relevant financing. The
Company shall be reimbursed by HCCA for all interest paid, loan charges,
etc. related to said borrowing.
5. RESOLUTIONS BY BOARD OF DIRECTORS HCCA. The Board of Directors of HCCA has
heretofore entered a resolution approving the exchange between HCCA and the
Company including the provisions of this Amended and Restated Exchange
Agreement, and shall supply the Trustees) of the Company with a certified copy
of the resolution ratifying this agreement. Said copy will be supplied within
ten (10) days of the signing of this agreement.
(a) HCCA shall have received an opinion from counsel to the Company, to the
following effect:
(1) That the Company is a validly existing entity, and has the power
to own properties and carry on its business as it is now being
conducted;
(2) That this Agreement has been duly executed and delivered by the
Trustee(s), on behalf of the Company, and is legally and validly
binding upon them in accordance with its terms;
(3) That the execution and delivery of this agreement, the
consummation of the transactions herein contemplated and in
compliance with the terms and provisions of this Agreement on the
part of the Trustees) will not breach any statute or any regulation
nor conflict with or result in a breach of the contract creating the
Company or any of the terms, conditions or provisions of any
agreement or instrument known to said counsel to which either of the
Trustees) or the Company is a party or is bound;
(5) That there are no options, agreements or commitments of any
kind, relating to the assets of the Company to which it is a party
other than as disclosed in the financial statements or projections
furnished to HCCA 6y the Company;
(6) That, upon transfer of the certificates of beneficial interest
of the Company, in accordance with the terms of this Agreement, HCCA
will have title to such certificates free of any liens,
encumbrances, claims or other limitations thereon, except for
restrictions imposed by federal or state security laws and
regulations.
6. INDEMNITIES.
(in the form of Schedule "C" attached hereto) pursuant to which they shall
agree to indemnify and hold harmless HCCA and/or its successors and
assigns, of and from any and all loss, liability or damage, including
reasonable attorney's fees and expenses, arising out of or resulting from
the assertion against HCCA of any claims, debts or obligations, fixed,
contingent or otherwise, including federal, state and local tax obligations
attributable to periods prior to this date, except to the extent reserved
against in the aforementioned balance sheet. HCCA shall give the Company
prompt notice of the assertion of any such claim, and HCCA shall afford
the Company an opportunity to participate with counsel of their own
choosing, at their own expense, in the defense or other contest thereof. In
connection therewith, HCCA shall afford the Company and its Trustees)
access to such books and records of HCCA as may be reasonably required.
(b) HCCA has delivered to the Trustees) at the Closing an indemnify
agreement (in the form of Schedule "D" attached hereto) pursuant to which
HCCA will agree to indemnify and hold harmless the Company and its
Trustee(s), and their respective heirs, administrators and assigns, of and
from any and all loss, liability or damage, including reasonable attorney's
fees and expenses, arising out of the breach of any of the representations
and warranties of HCCA contained in this Agreement.
7. ACCESS TO RECORDS. During the period between the date of this Agreement and
the Closing and from time to time during the existence of this Agreement, HCCA
and the Trustees) shall each afford representatives of the other party free
access to HCCA's and the Company's offices, plants, records, files, books of
account and tax returns, under such circumstances as will not unreasonably
interfere with the normal operations of such companies.
9. SPIN-OFF CLAUSE. If HCCA, is adjudicated a bankrupt, or voluntarily files for
bankruptcy, or is! subject to an involuntary filing for bankruptcy, or makes any
assignment for the benefit of the creditors, the Company and/or its Trustees)
may terminate this agreement, effective as of the date of notice of the
termination.
10. NOTICES. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail postage prepaid,
addressed as follows:
If to the Company, to
The Senior Group
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to HCCA, to
Health Care Centers of America, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
or to any other address which may hereafter be designated by either party by
notice given in like mapner. All notices shall be deemed to have. been given as
of the date of receipt.
11. FURTHER ASSURANCES. Each party hereto hereby agrees to take any further
action necessary or expeditious to carry out the provisions of this Agreement.
12. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be an original, but all such
counterparts shall constitute one and the same instrument.
13. MERGER CLAUSE. This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall be binding unless in writing and signed by the parties hereto.
This Amended and Restated Exchange Agreement is intended to incorporate all the
parties prior agreements, whether oral or written, as amended, with respect to
the subject matter hereof and supersedes all of the parties prior agreements
which agreements are hereby deemed to be merged into this agreement as of this
date.
14. GOVERNING LAW. This Agreement shall be governed by and construed, according
to the election of HCCA, the laws of the State of Nevada, or of any State in
which either the closing occurs or the Company transacts it primary business.
15. NO RECORDING OF AGREEMENT. The parties agree that this Agreement, nor any
memorandum, shall be recorded or filed or otherwise made available unless
legally required to do so or unless the parties have otherwise agreed in
writing.
16. OPTION CLAUSE - PROPERTY ACQUISITION. The parties hereby acknowledge that
HCCA exercises its option to obtain all property listed on Schedule "A" - Option
Property. The parties acknowledge that the shares of HCCA stock assigned to each
(line illegible) owing to the Company this date. The parties intention is that
HCCA shall transfer said shares in accordance with Schedule "E" Escrow
Agreement. However, HCCA shall have until June 30, 1996 to complete the transfer
of said shares as referred to in this paragraph.
The parties acknowledge that HCCA has defaulted regarding the acquisition of a
certain parcel of land containing approximately seventeen (17) acres on
▇▇▇▇▇▇▇▇▇ Road, Bellevue, Tennessee, commonly known as "former Sam's Club Sight"
and by agreement,
shall transfer to the Company, the amount of Twelve Million, Nine Hundred
Thousand (12,900,000) shares of HCCA stock, in complete fulfillment of its
obligation regarding same.
17. STOCK OPTION. HCCA agrees to reserve Fifty Million (50,000,000) Shares of
HCCA stock to be used for incentive stock options to be exercised within ten
(10) years of the date of this Agreement by the following optionees' in the
amount of twenty five million (25,000,000) per optionee.
1. The Senior Group, its successors and/or assigns at the following exercise of
option price:
For the first 12,500,000 shares reserved for the benefit of this optionee,
$1.00 per share. For the next 12,500,000, the price per share shall be equal to
the last trading price at the close of business for the day immediately
preceding the day on which the option is exercised. In no event shall the price
per share be less than , which represents a price per share equal to 110% of the
trading price as of the date of the grant of this option.
2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, his successors and/or assigns at the following exercise of
option price:
For the first 12,500,000, shares reserved for the benefit of this optionee,
$1.00 per share. For the next 12,500,000 the price per share be equal to the
last trading price at the close of business for the date immediately preceding
the day on which option is exercised. In no event shall price per share be less
than , which represents a price per share equal to 110% of the trading price as
of the date of the grant of this option.
18. CONFIRMATION OF VALUATION, PAYMENT AND RECEIPT OF ASSETS. HCCA and the
Company hereby confirm that, except for any contrary provision provided herein,
all shares of stock have been transferred in accordance with the agreement and
understanding between the parties. The parties further acknowledge 'Lhaf all
values assigned to the various properties are values as agreed upon between the
parties.
1N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.
HCCA:
Health Care Centers of America, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Individually
By:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:President /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The Senior Group:
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Trustee/Director "and Agent, North American Trust Co., Ltd."
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The Senior Group
Schedule "A"
Royce Renaissance office space - 3rd floor, East portion (representing
285,250 shares)
Lease for current office space at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ .
(representing 7500 shares) .
Amount due for the boat charter over the next few months, in addition to
the cash requirement, all on account (representing 200,000 shares)
50% interest in the "R Rendezvous" Yacht
Townhouse Unit
OPTION PROPERTY
Property Shares
Foxland, TN
Marina 5,600,000
Condominium building site 4,000,000
Commercial and Hotel site 3,100,000
Apartment site and Clubhouse 9,300,000
Foxland Hall Mansion 1,000,000
Golf Course and Restaurant 3,500,000 plus Two Million, Three
Hundred thousand dollars
(2,300,000) cash
Bellevue, TN
Fifty percent (50(degree)I(degree))
interest in the commercial
property on Highway 70 3,000,000
29 acres of vacant land far single
family homes 1,500,000
Attached commercial site 500,000
▇▇▇▇▇▇▇▇▇ Road. TN
(line illegible) 25,300,000
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HCCA logo
July 2, 1994
Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
clo Heritage Assurance Group
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE; RAINBOW GROUP, THE SENIOR GROUP EXCHANGE AGREEMENTS, THE RAINBOW GROUP and
THE SENIOR GROUP and HEALTH CARE CENTERS OF AMERICA, INC.
Dear Messrs Bartoli and ▇▇▇▇▇▇▇:
This is to confirm the understanding between, The Rainbow Group and The Senior
Group and HCCA that the terms of the Escrow Agreements, attached as Schedule E,
to the Exchange Agreements are hereby cancelled as of this date, except that, no
distribution shall be made to HCCA until it has successfully filed its Form 10
Registration Statement with the U.S. Securities and Exchange Commission.
Sincerely,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
ACKNOWLEDGED AND AGREED TO;
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇;▇▇▇/▇▇▇/▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. o 3rd Floor o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇
Office: (▇▇▇) ▇▇▇-▇▇▇▇ - Fax: (▇▇▇) ▇▇▇-▇▇▇▇
HCCA Logo
Senior Group
Rainbow Group
c/o ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June 30, 1994
IT IS HEREBY AGREED that all transfer and exchange of Assets and Shares
of HCCA stock have been accomplished in accordance with the respective Exchange
Agreements.
FURTHER, HCCA shall have no rights to any income as a result of the
fulfillment of the Exchange Agreements until such time that HCCA has
successfully filed its Form 10 Registration Statement with the U.S.
Securities and Exchange Commission.
AT THAT TIME, HCCA shall receive all income and benefits from said
property, less any management fee to Royce Realty and Management Corporation
(Royce) in accordance with the Management Agreement between HCCA and Royce.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President, HCCA
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee/Director
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trustee/Director
Rainbow Group
HEALTH CARE CENTERS OF AMERICA, INC.
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Office: (▇▇▇) ▇▇▇-▇▇▇▇ o Fax: (▇▇▇) ▇▇▇-▇▇▇▇