UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 7, 2003
CareDecision Corporation. (OTCBB: CDED)
(Exact name of Registrant as specified in charter)
Nevada 000-33187 91-2105842
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2 Penn Plaza, 15th Floor, Ste. 1500-53, New York, NY 10121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 292-4959
_________________________________________________________________________
(Former name or former address, if changed, since last report)
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ITEM 9.REGULATION FD DISCLOSURE
On April 20, 2003 CareDecision Corporation (OTCBB:
CDED) signed an Agreement (see Exhibit 2.1) with associated
hotel owners located throughout Minnesota and North Dakota
and led by B.R. Motels, Inc. for the purchase and
installation of our proprietary "ResidenceWare Multi-Unit
Messaging Management System" ("ResidenceWare"). The
Agreement specifies an immediate, initial installation of
250 units in a minimum of five hotels with an estimated
2,250 installations occurring over the next 18 months. The
product was designed initially to permit on-line
communications between rental residents and management and
with the signing of this Agreement will be used in the
hotel/motel industry.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibit No. 2.1: Agreement dated as of April 20, 2003
by and between CareDecision Corporation and the owners of
the hotels, motels and/or residence centers listed on
Schedule 1.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Report to
be signed on its behalf by the undersigned hereunto duly
authorized.
Date: May 7, 2003
-----------
CareDecision, Corporation
/s/ Robert Cox
---------------------
Robert Cox, President
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EXHIBIT 2.1
AGREEMENT DATED AS OF APRIL 20, 2003 BY AND BETWEEN
CAREDECISION CORPORATION AND THE OWNERS OF THE HOTELS,
MOTELS AND/OR RESIDENCE CENTERS LISTED ON SCHEDULE 1.
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INITIAL IMPLEMENTATION AGREEMENT
This INITIAL IMPLEMENTATION AGREEMENT ("Agreement") is made
and is effective this 20th day of April 2003, by and between
CareDecision Corporation (hereafter: "CARE") and the owners
of the hotels, motels and/or residence centers listed on
Schedule 1 (individually or collectively hereafter:
"ResidenceWare Luminary" or "RW Luminary").
Recitals
A. CARE is the developer of ResidenceWare, a
proprietary residential or lodging multi-unit messaging
management system (the "RW System") designed to provide
connectivity for the execution of electronic messaging
transactions ("RW Transactions") initiated by managers of
hotels, motels and short-term residence facilities
("Connected Facilities") with each individual unit, room or
suite in the Connected Facilities ("Connected Residence
Units") connected through installed handheld and related
devices ("PDA Units") installed in the Connected Facilities,
as described in Schedule 2 (the "RW System Specifications").
B. RW Luminary is the managing agent or owner for
hotel, motel or short-term residence and complex(es) ("RW
Luminary Properties") located in the states of North Dakota
and Minnesota.
C. The parties desire to implement a program (the "RW
Program") that provides up to 5,000 RW PDA units and
supporting RW Servers and Wi-Fi wired network equipment to
RW Luminary Properties and to third-party managing agents
("Outside Managers") for hotel, motel or short-term
residence and complex(es).
D. The parties desire to enter into this Agreement to
memorialize their respective rights and responsibilities for
the RW Program.
Accordingly, the parties hereby agree as follows:
Agreement
1. Definitions and Construction.
1.1 Definitions. As used in this Agreement, the
following terms have the respective meanings set forth
below:
"Affiliate" means, with respect to any Person, any
other Person that directly or indirectly controls, is
controlled by or is under common control with the Person in
question.
"Agreement" means this Purchase Agreement, as amended
from time to time.
"Applicable Law" means (a) any legislation, regulation,
rule or procedure passed, adopted or amended by any federal,
state or local government or legislative body, to the extent
it has become effective and applicable to the subject matter
or performance of this Agreement, from and after the date
compliance therewith is mandated by the terms thereof, or
(b) any decision, finding or action by any governmental
agency, court or other administrative third party, to the
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extent it has become effective, binding on a Party and
applicable to the subject matter or performance of this
Agreement, from and after the date compliance therewith is
mandated by the terms thereof.
"CARE" means CareDecision Corporation, a Nevada
corporation, and its successors and permitted assigns.
"CARE Support Services" means the support services
to be provided by CARE on the terms and conditions set forth
in Section 5.
"Connected Facilities" has the meaning set forth in
Recital A.
"Connected Residence Units" has the meaning set forth
in Recital A.
"Effective Date" means the date of this Agreement first
set forth above.
"Indemnified Party" and "Indemnifying Party" have the
respective meanings set forth in Section 9.1.
"Information" has the meaning set forth in Section
10.1.
"Initial Connected Facilities" and "Initial Connected
Units" have the respective meanings set forth in Section
2.1.
"Intellectual Property Rights" means all legal,
equitable or moral intellectual property or proprietary
rights or benefits, including copyrights, moral rights,
trademarks, patent rights (including patent applications and
disclosures), rights of priority, mask and derivative work
rights, Know How and trade secret rights.
"Know How" means any and all processes, techniques,
methods, compositions, formulae, technical data and other
information, whether or not a trade secret.
"RW Luminary" means any individual, corporation or like
entity and its successors and permitted assigns as listed on
Schedule 1.
"RW Luminary Properties" has the meaning set forth in
Recital B.
"Outside Managers" and "Outside Properties" have the
respective meaning set forth in Recital C.
"Party" means any RW Luminary, individually and/or
collectively, CARE or their respective successors or
permitted assigns.
"PDA Units" has the meaning set forth in Recital A.
"Person" means an individual, any form of business
enterprise, including a corporation, limited liability
company, partnership or limited partnership, and any other
juridical entity or its representative, including a trust,
trustee, estate, custodian, administrator, personal
representative, nominee or any other entity acting on its
own behalf or in a representative capacity.
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"Phase Two Connected Facilities" has the meaning set
forth in Section 3.1
"Program Manager" has the meaning set forth in Section
2.6.
"Rollout Objective" has the meaning set forth in
Section 2.7.
"RW Connectivity" means the demonstrated capability of
an RW System installed in a Connected Facility to execute RW
Transactions with PDA Units in its Connected Residence Units
in accordance with the RW System Specifications.
"RW Program" has the meaning set forth in Recital C.
"RW Server" means a central processing unit in the form
of a single computer server, workstation or desktop with a
Windows or UNIX operating system and all software necessary
to operate the RW System.
"RW System" has the meaning set forth in Recital A and
includes all RW System Updates.
"RW System Specifications" has the meaning set forth in
Recital A.
"RW Transactions" has the meaning set forth in Recital
A.
"RW System Updates" means all RW System modifications,
enhancements and updates developed from time to time by
CARE, as contemplated by the RW System Specifications.
1.2 Construction. Unless otherwise expressly provided
herein, all references to Recitals, Sections, Schedules or
Exhibit refer to recitals, sections, schedules or exhibit to
this Agreement. The Schedules and Exhibit are hereby
incorporated in and made a part of this Agreement as if set
forth in full herein.
2. RW Program Rollout.
2.1 Initial Connected Facilities. Within 60 days
after the Effective Date, each RW Luminary will deliver to
CARE a listing of all of its RW Luminary Properties selected
as initial Connected Facilities in the RW Program ("Initial
Connected Facilities"), in a priority order, based on (a)
proximity to Fargo, ND, (b) availability of telephone
termination boxes on each floor of each facility and (c) an
aggregate of approximately 300 residence units ("Initial
Connected Residence Units"). The listing shall include
appropriate contact information; unit data and
telecommunications setup information for each listed RW
Luminary Property.
2.2 RW Server Requirements. As soon as
practicable after receipt of the information contemplated by
Section 2.1, CARE will install, at its own expense, an RW
Server in the designated on-site management office at each
Initial Connected Facility.
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2.3 PDA Unit Requirements. Upon execution of
this Agreement, each RW Luminary will issue a purchase
Order, or other similar instrument, to CARE for a total of
the PDA Units required to connect the Initial Connected
Residence Units, each at a unit price of $500.00. CARE will
issue to RW Luminary an invoice for payment of the PDA units
upon the completion of the installation at each of the
designated Initial Connected Residence Units at the RW
Luminary properties. RW Luminary will be provided with
preferential payment terms starting from the date of the
completion of each installation project at each RW Luminary
property.
As soon as practicable after receipt of the information
contemplated by Section 2.1, but not more than 180 days
thereafter, CARE will install, at its own expense, a PDA
Unit purchased by RW Luminary hereunder in each Initial
Connected Residence Unit. RW Luminary will make
arrangements for and (a) cooperation of the appropriate
management personnel at each Initial Connected Facility to
facilitate the installation activities contemplated by this
Section 2.3, (b) access by CARE personnel to Initial
Connected Residence Units for installation of PDA Units. and
(c) distribution to residents and guests, and potential
residents and guests of each of the Initial Connected
Residence Units, an illustrated guide, to be furnished by
CARE at its expense.
2.4 Wi-Fi Wired Network Requirements. CARE will
install, at the expense of each RW Luminary, any relay
equipment required to establish a Wi-Fi wired network for RW
Transactions in each Initial Connected Facility. RW
Luminary will also be responsible for any cabling required
for completing a Wi-Fi wired network in any Initial
Connected Facility that does not have telephone termination
boxes on each floor.
2.5 Personal and Intellectual Property Rights.
Throughout the continuation of the RW Program, (a) CARE will
ensure that each RW Server dedicated to the RW Program
includes all available RW System Updates, (b) RW Luminary
will ensure that each such RW Server remains solely
dedicated to the RW Program, (c) RW Luminary shall have a
nonexclusive, non-transferable license to use the RW System
for the sole purpose of executing RW Transactions, and (d)
residents of RW Luminary's Connected Residence Units shall
have a nonexclusive, non-transferable license to use their
PDA Units for the sole purpose of executing RW Transactions.
Unless otherwise arranged by the Parties, CARE will retain
ownership of the RW Servers and Wi-Fi wired network
equipment installed in the Initial Connected Facilities and,
upon any termination of the RW Program, RW Luminary will
arrange for the return of all such RW Servers and Wi-Fi
wired network equipment to CARE.
2.6 Program Managers. Each Party will coordinate
its participation in the RW Program through a qualified
project manager (each, a "Program Manager") and will provide
contact information for its respective Program Managers
prior to RW Program deployment. The Program Managers shall
have operational authority for organizing RW Program
deployment activities in accordance with the terms of this
Agreement.
2.7 Initial Rollout Objective. Subject to RW
Luminary's timely performance of its undertakings in this
Section 2, CARE will use its best efforts to complete the
installation and testing of the RW Systems in the Initial
Connected Facilities within 180 days after its receipt of
the information contemplated by Section 2.1. Subject to
CARE's satisfaction of that objective, as demonstrated by RW
Connectivity in each Initial Connected Facility (the
"Rollout Objective"), RW Luminary will continue its
participation in the RW Program on the terms and conditions
set forth in Section 3 for RW Systems covering any
additional PDA Units needed for RW Luminary Properties (the
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"RW Program Phase Two") and Section 4 for commercial
services and revenue splits to be provided by RW Systems in
all RW Luminary properties ("RW Program Phase Three").
3. RW Program Phase Two.
3.1 Phase Two Connected Facilities. Within 60
days after completion of the Rollout Objective, RW
Luminaries will deliver to CARE a listing of RW Luminary
Properties selected as Connected Facilities for the RW
Program Phase Two ("Phase Two Connected Facilities"). The
listing shall include appropriate contact information;
hotel/motel unit data and telecommunications setup
information for each listed RW Luminary Property.
3.2 RW System Pricing. Pricing for the PDA units
during Phase Two will be at $500.00 per unit. CARE will
concurrently rebate to RW Luminary any discounts or price
concessions realized through volume purchases, technology
price reductions or realized scale economies. Within 15
days after receipt of the information contemplated by
Section 3.1, CARE will provide RW Luminary with
specifications and pricing for RW Servers and Wi-Fi wired
network equipment, reflecting the number, size and
telecommunications characteristics of the RW Luminary
Properties designated for participation in the RW Program
Phase Two. The listed equipment and integrated RW Systems
shall be priced at prevailing retail levels for comparably
sized orders. CARE will issue to RW Luminary an invoice for
the PDA units, RW Servers and Wi-Fi wired network equipment
and/or products upon the initiation of an installation
project at each of the designated Phase Two RW Luminary
properties. RW Luminary will be provided with payment terms
of net 30 days from the installation completion date at each
corresponding RW Luminary property.
3.3 Phase One and Phase Two Support. CARE and RW
Luminary will execute a Service Agreement that encompasses
the installation of all Phase Two PDA units and the extended
support and maintenance of all Phase One and Phase Two PDA
units, RW Servers and Wi-Fi wired network equipment within
90 days of the signing of this Agreement. CARE will commence
installation procedures in the manner and on the terms and
conditions contemplated by Section 2. CARE will use its best
efforts to complete the installation of the RW Systems in
the Phase Two Connected Facilities within 60 days of the
commencement of Phase Two.
4. RW Program Phase Three.
4.1 Phase Three Connected Facilities. At any
time during the pendency of the RW Program Phase Two or
within 30 days after its completion, CARE shall have the
right (the "Phase Three Notice"), to initiate the RW Program
Phase Three. The notice shall include a listing of (a) all
RW Luminary Properties listed as Connected Facilities
growing out of RW Phase One and Phase Two installations and
(b) Properties outside of the RW Luminary rollout with an
interest in participating in the RW Program ("Introduced
Managers").
4.2 Phase Three Services. Covering some or all of
the PDA units installed during Phases One and Two, CARE will
concurrently implement the commercial advertising service
whereby RW Luminaries and CARE will collectively and
severally commercially solicit advertising from area
merchants and proprietors. Within 15 days after receipt of
the Phase Three Notice, CARE will provide each RW Luminary
with specifications and pricing for CARE's Advertising
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Partners program, a partnership between CARE and each RW
Luminary for advertising revenue sharing. Unless otherwise
specified in the Phase Three Notice, or should CARE offer RW
Luminaries creative financing terms or a cost per
transaction pricing plan, CARE shall be the junior partner
in the Advertising Partners program.
4.3 Advertising Partners Pricing. Pricing for the
Advertising Partners program will remain in effect for a
period of two years and for up to 5,000 PDA Units to be made
available for installation at Phase Three Connected RW
Luminary Facilities and Outside Properties. Each RW Luminary
or the appropriate Introduced Manager will be provided with
payment terms of net 30 days from the date initiation of the
Advertising Partners program, and then the 30th of each
month thereafter.
4.4 Longer Term Service of PDA Units. CARE will
execute with each RW Luminary, or the appropriate Introduced
Manager(s), a revised Service Agreement that encompasses the
installation of all Phase One and Two PDA units and their
extended support and maintenance at some point between the
completion of Phase Two and prior to the initiation of Phase
Three.
5. CARE Support Services. Throughout the
continuation of the RW Program, subject to reasonable notice
and scheduling considerations, CARE will perform the support
obligations specified in this Section 5 ("CARE Support
Services").
5.1 Training of RW Luminary Personnel. CARE will
make its personnel available to provide sufficient training
to enable the RW Program Manager to demonstrate all
functions of the RW Server and PDA Units to appropriate
members of RW Luminary's on-site management staff.
5.2 Management User Manuals. For each RW
Luminary Property included in the RW Program, CARE will
provide RW Luminary with a comprehensive management user
manual, including step-by-step instructions for creating and
transmitting messages and logging PDA Unit acknowledgments.
5.3 Residence User Cards. For each Connected
Residence Unit included in the RW Program, CARE will provide
RW Luminary with a step-by-step instructions for accessing
and acknowledging PDA Unit messages.
5.4 Resident Support. RW Luminary shall have
primary responsibility for managing the satisfactory
resolution of support issues for residents of its Connected
Residence Units. CARE will make its technical personnel
available for an aggregate of two hours, through telephonic
conferencing facilities, to assist RW Luminary in resolving
support issues regarding its Connected Residence Units. At
RW Luminary's request and expense, CARE will provide
additional support for use of PDA Units installed in RW
Luminary's Connected Residence Units through a separate
website co-branded with RW Luminary in a format reasonably
acceptable to RW Luminary.
5.5 RW Server Repair. Upon notice from RW
Luminary of any defect in any of its RW Servers, that is
manifested by repeated failure to execute RW Transactions in
accordance with the RW System Specifications, CARE will use
its best efforts to develop, as promptly as practicable, any
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patches or other software modifications required to correct
the identified defect in a manner reasonably satisfactory to
RW Luminary, CARE will bear full responsibility for any
associated costs related therein.
6. Additional Support Services. Subject to
reasonable notice and scheduling considerations, CARE will
provide additional support services throughout the
continuation of the RW Program on the terms and conditions
specified in this Section 6.
6.1 Additional Training. In addition to the
training provided under Section 5.1, CARE will use
reasonable commercial efforts to make its technical
personnel telephonically available, to assist RW Luminary
personnel with recommended procedures for their use of the
RW System, at an expense to be pre-approved by RW Luminary.
6.2 RW System Upgrades. If CARE develops new
functionality features for use with the RW System beyond the
upgrades contemplated by the RW System Specifications, it
will offer to integrate those features into an upgraded
version of the RW System then installed at RW Luminary
Properties on mutually acceptable terms.
7. Representations and Warranties.
7.1 Representations and Warranties of CARE. CARE
represents and warrants to RW Luminary that (a) this
Agreement has been duly authorized by all requisite
corporate action on its behalf and constitute its legal,
valid and binding obligations, enforceable against it in
accordance with their respective terms, (b) its execution
and performance of this Agreement will not violate any
Applicable Law or any contract under which it is bound and
(c) it owns or has valid licenses to all Intellectual
Property Rights relating to the RW System and has the right
to grant licenses thereto in the manner contemplated by this
Agreement without infringing any Intellectual Property
Rights of third parties. CARE makes no representations or
warranties relating to the validity of any default notices
transmitted by the RW System under the landlord/tenant laws
of any jurisdiction.
7.2 Representations and Warranties of RW
Luminary. RW Luminary represents and warrants to CARE that
(a) this Agreement has been duly authorized by all requisite
corporate action on its behalf and constitute its legal,
valid and binding obligations, enforceable against it in
accordance with their respective terms, and (b) its
execution and performance of this Agreement and the Warrant
Agreement will not violate any Applicable Law or any
contract under which it is bound.
8. Indemnification. Each Party (an "Indemnifying
Party") will indemnify and hold harmless the other Party and
its officers, directors and other affiliates (each, an
"Indemnified Party") from and against any and all judgments,
penalties, fines and amounts paid in settlement, including
any interest assessments or other charges payable in
connection therewith, and all reasonable expenses, including
attorneys' fees, retainers and disbursements, court costs,
experts' fees and travel expenses, incurred by the
Indemnified Party in connection with any threatened, pending
or completed action, claim, suit, investigation, hearing or
other proceeding, whether civil, criminal, administrative,
arbitrative or investigative, any appeal therein or any
inquiry or investigation that could lead thereto, to which
the Indemnified Party is, was or at any time becomes a
party, arising from the breach by the Indemnifying Party of
its representations and warranties under Section 8.
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9. Confidentiality.
9.1 Confidentiality Undertaking. The parties
acknowledge that their discussions and implementation of the
RW Program may entail the exchange of confidential
information, including technical specifications for the RW
System and information about business methods, operations
and prospects, costs, markets, pricing policies, technical
processes and applications and confidential patient records
("Information"). Each Party agrees that, subject to the
exceptions set forth below, during the term of this
Agreement and for five years thereafter, it will (a) keep
all Information of the other Party strictly confidential,
(b) not disclose any Information of the other Party, without
its consent, to any of its or its Affiliates' employees or
agents, other than those who have a need to know and are
subject to confidentiality obligations substantially similar
to those provided herein, (d) not use any Information of the
other Party, except as provided herein, for its own benefit
or the benefit of any Affiliate, (e) take all reasonable
steps necessary to prevent any breach of the foregoing
obligations by any of its or its Affiliates' employees or
agents who receive or have access to Information of the
other Party and (f) not modify, reverse engineer, decompile,
create other works from or disassemble any software programs
contained in the Information of the other Party.
9.2 Exceptions. For purposes of this Section 10,
Information will not include information that (a) is in the
public domain at the time of disclosure to a Party, (b)
becomes part of the public domain after disclosure to a
Party through no fault, act or failure to act, error or
breach of this Section 9 by the recipient or (c) is required
by order, statute or regulation of any government authority
to be disclosed to any court or other body, provided that
the recipient shall notify the disclosing Party thereof to
afford it the opportunity to obtain a protective order or
other relief.
9.3 Remedies. In addition to any other remedies for
breach of the foregoing confidentiality undertakings, the
Parties will be entitled to equitable relief in the event of
any breach or threatened breach thereof. In the event of
litigation relating thereto, the prevailing Party will be
entitled to recover the reasonable legal fees incurred in
connection therewith.
10. Publicity. No consent by either party from the
other shall be required for a disclosure required by
Applicable Law. In addition, press releases pertaining to
the subject matter of this Agreement, general progress
reports, updates or commentaries, and or additions to this
Agreement shall not require consent by either party from the
other.
11. Term; Termination.
11.1 Term. The term of this Agreement shall
commence on the Effective Date and expire on the second
anniversary thereof, subject to termination under Section
11.2 and to automatic extension for the duration of the
Phase Three Period unless either Party notifies the other
Party within 180 days prior to the scheduled extension date
that it elects to forego the extension. The obligations of
the Parties under Sections 2, 3, 4, 5, 9, 10 and 11 shall
survive the expiration or termination of this Agreement.
11.2 Termination. Either Party may terminate this
Agreement upon notice that the other Party has committed a
material breach of one or more of its material obligations
hereunder and has failed to cure the breach within 30 days
of written notice by the non-breaching Party, specifying the
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nature of the breach in reasonable detail.
12. Limitation of Liability. Any liability arising
under this Agreement, under any cause of action or theory of
liability, shall be limited to direct, objectively
measurable damages, which shall not exceed, under Section 8
or otherwise, for any single matter, claim or proceeding,
the greater of $50,000 or the aggregate amount of payments
made by RW Luminary hereunder during the twelve months
preceding the commencement of the matter, claim or
proceeding. No Party shall have any liability to any other
Party or any third party for any indirect, special,
consequential or speculative damages, including lost
profits, lost data, loss of opportunity, loss of use or
costs of procuring substitute goods or services, business
interruptions and loss of profits, irrespective of any
advance notice of the possibility thereof. These
limitations shall apply notwithstanding the failure of the
essential purpose of any limited remedy.
13. Independent Contractors. Each Party will act as
an independent contractor hereunder, with sole
responsibility for its own operations, personnel and
operating expenses, and nothing contained in this Agreement
will be construed to create a partnership or joint venture
between the Parties.
14. Assignability. This Agreement and a Party's
rights and obligations hereunder may not be assigned for any
reason without the written consent of the other Party, which
shall not be unreasonably withheld or delayed.
15. Waiver of Provisions. The waiver of compliance at
any time with any of the provisions, terms or conditions
contained in this Agreement will not be considered a waiver
of the provision, term or condition itself or of any of the
other provisions, terms or conditions hereof. Any waiver
hereunder must be express and in writing by the Party
agreeing to waive any right hereunder.
16. Captions. The headings and captions in this
Agreement, the Schedules and Exhibit are for convenience and
identification only and are in no way intended to define,
limit or expand the scope and intent of this Agreement or
any provision hereof.
17. Integration. This Agreement, including the
Schedules and Exhibit, contains the entire agreement of the
Parties with respect to the subject matter hereof.
18. Amendment. This Agreement may not be amended or
modified except by a written instrument signed by both
Parties.
19. Governing Law. This Agreement and the rights and
obligations of the Parties will be governed by and construed
in accordance with the laws of the State of Nevada,
excluding any conflict of laws rules of that State or other
principle that might refer the governance or construction of
this Agreement to the laws of another jurisdiction.
20. Binding Effect. The terms, conditions and
provisions of this Agreement and all obligations of the
parties will inure to the benefit of, and be binding upon,
the Parties hereto and their respective successors and
permitted assigns.
21. Severability. The invalidity or unenforceability
of any provision of this Agreement shall not affect any
other provision hereof, and the remainder of this Agreement
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shall be construed as if the invalid or unenforceable
provision were omitted.
22. Counterparts. This Agreement may be executed
in any number of separate counterparts that together will
constitute but one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first above written.
RW Luminary #1 CAREDECISION CORP.
By: /s/ N.A. Patel By: /s/Robert Cox
--------------- -------------
Name: N.A. Patel Name: Robert Cox
Title: Owner, Super 8 Motel, Ely, MN Title: President
RW Luminary #2
By: /s/ N.A. Patel
---------------
Name: N.A. Patel
Title: Owner, Days Inn, Jamestown, ND
RW Luminary #3
By: /s/ N.A. Patel
---------------
Name: N.A. Patel
Title: Owner, Best Inn, Alexandria, MN
RW Luminary #4
By:
------------------
Name:
Title:
RW Luminary #5
By:
-------------------
Name:
Title:
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Schedule 1
List of RW Luminary Locations
RW Luminary Site #1 RW Luminary Site #2
Entity Name: Super 8 Motel Entity Name: Days Inn
Owner Name: Patel Enterprises, Inc. Owner Name: Economy Motor Homes
Address: 1605 E. Sheridan St. Address: 824 20th St. SW
City/State/Zip:Ely, MN 55731 City/State/Zip: Jamestown, ND 58401
Phone Number: (218) 365-7797 Phone Number: (701) 251-9085
Units/Rooms: 30 Units/Rooms: 40
RW Luminary Site #3 RW Luminary Site #4
Entity Name: Best Inn Entity Name:
Owner Name: BR Motels, Inc. Owner Name:
Address: 507 15th St. North Address:
City/State/Zip: Sartell, MN 56377 City/State/Zip:
Phone Number: Phone Number:
Units/Rooms: 42 Units/Rooms:
RW Luminary Site #5 RW Luminary Site #6
Entity Name: Entity Name:
Owner Name: Owner Name:
Address: Address:
City/State/Zip: City/State/Zip:
Phone Number: Phone Number:
Units/Rooms: Units/Rooms:
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Schedule 1
Page 2
RW Luminary Site #7 RW Luminary Site #8
Entity Name: Entity Name:
Owner Name: Owner Name:
Address: Address:
City/State/Zip: City/State/Zip:
Phone Number: Phone Number:
Units/Rooms: Units/Rooms:
RW Luminary Site #9 RW Luminary Site #10
Entity Name: Entity Name:
Owner Name: Owner Name:
Address: Address:
City/State/Zip: City/State/Zip:
Phone Number: Phone Number:
Units/Rooms: Units/Rooms:
RW Luminary Site #11 RW Luminary Site #12
Entity Name: Entity Name:
Owner Name: Owner Name:
Address: Address:
City/State/Zip: City/State/Zip:
Phone Number: Phone Number:
Units/Rooms: Units/Rooms:
/15/
Schedule 2
RW System Specification
To be executed upon the completion of Phase 1 of the Agreement.
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