ACCOUNTS RECEIVABLE
BILLING AND COLLECTION AGREEMENT
THIS ACCOUNTS RECEIVABLE BILLING AND COLLECTION AGREEMENT, made this
19th day of September, 2000, by and among HEALTHCOMP EVALUATION
SERVICES CORPORATION, a Nevada corporation ("Purchaser"), U.S.
HEALTHWORKS, INC. a Delaware corporation ("Shareholder") and U.S.
HEALTHWORKS HOLDING COMPANY, INC., a Delaware corporation and wholly-
owned subsidiary of Shareholder ("Seller");
W I T N E S S ET H:
WHEREAS, the parties have this day entered into an Acquisition
Agreement (the "Agreement") pursuant to which Purchaser purchased from
Seller certain assets of the Preventive Services Division of Seller
("PSD") and all of PSD's business operations relating to the Business,
upon the terms and subject to the conditions set forth therein;
NOW, THEREFORE, for and in consideration of the premises and the
mutual promises, agreements, representations, warranties and covenants
set forth in the Agreement and the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of
which is hereby specifically agreed to and acknowledged, the parties
hereto agree as follows:
1. Billing and Collection of Accounts Receivable. Purchaser agrees
that for a period of one hundred eighty (180) days following the
Closing it will ▇▇▇▇ and receive payment for the accounts receivable
of Seller which relate to services provided by the Business prior to
Closing but which are billed after the Closing Date (the "Seller's
Proceeds") and shall remit to Seller all such funds collected on a
basis not less frequently than bi-monthly subject to the
reconciliation provided below. In the event Seller receives payment
for any accounts receivable relating to services provided by the
Business on or after the Closing Date (the "Purchaser's Proceeds"),
Seller shall remit such funds to Purchaser on a basis not less
frequently than bi-monthly subject to the reconciliation provided
below. Seller and Purchaser shall reconcile the collection of
Seller's Proceeds and Purchaser's Proceeds on a basis not less
frequently than bi-monthly. If on the date of reconciliation
Purchaser's Proceeds exceed Seller's Proceeds, Seller shall pay the
difference to Purchaser, and if on the date of reconciliation Seller's
Proceeds exceed Purchaser's Proceeds, Purchaser shall pay the
difference to Seller. Purchaser shall use all customary and usual
procedures to ▇▇▇▇ and collect such accounts receivable consistent
with the manner it bills and collects its own accounts receivable
which are related to the Business. Purchaser shall have no
responsibility to enforce collection of any accounts receivable billed
on behalf of Seller and shall have no liability for any such accounts
receivable that are not collected. Payments received from a customer
shall be credited to the specific invoice to which they relate. At
the end of said one hundred eighty (180) day period, Purchaser shall
have no further obligation to ▇▇▇▇ or receive payment for any such
accounts receivable of Seller, but shall continue to pay over to
Seller any of such accounts receivable that are actually paid to
Purchaser subsequent to the expiration of said one hundred eighty
(180) day period. For purposes of this agreement, the accounts
receivable of Seller shall be those invoices of customers which were
issued in Seller's normal billing cycle prior to the Closing Date.
2. List of Accounts Receivable. Seller agrees that within five (5)
business days after the Closing Date, Seller will provide Purchaser
with a true and complete list of all the accounts receivable of Seller
related to the Business as of the Closing Date.
3. Entire Agreement. This agreement and the Agreement constitute
the entire agreement among the parties hereto and supersedes and
cancels any prior agreements, representations, warranties, or
communications, whether oral or written, among the parties hereto
relating to the transactions contemplated hereby or the subject matter
herein. Neither this agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only by an
agreement in writing signed by the party against whom or which the
enforcement of such change, waiver, discharge or termination is
sought.
4. Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the State of Georgia.
5. Binding Effect. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, legal
representatives, executors, administrators, successors and assigns.
6. Headings. The section and other headings in this agreement are
inserted solely as a matter of convenience and for reference, and are
not a part of this agreement.
7. Capitalized Terms. Except as otherwise indicated herein,
capitalized terms used in this agreement are defined as set forth in
the Agreement.
8. Counterparts. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has executed or caused this
agreement to be executed on its behalf, all on the day and year first
above written.
HEALTHCOMP EVALUATION SERVICES CORPORATION
("Purchaser")
By:___________________________
Name:
Title:
U.S. HEALTHWORKS HOLDING COMPANY, INC.
("Seller")
By:___________________________
Name:
Title:
U.S. HEALTHWORKS, INC.
("Shareholder")
By:____________________________
Name:
Title: