DEFINITIONS

The following terms, as used herein, have the following meanings:

1.1

 “Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

1.2

“Acquisition Subsidiary” means F3 Acquisition Subsidiary, Inc., a California corporation and a wholly owned subsidiary of Parent, as referenced in the Preamble.

1.3

“Acquisition Subsidiary Common Stock” is defined in Section 5.5(b).

1.4

“Additional Agreements” mean the Lock-Up Agreement and all amendments thereto.

1.5

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

1.6

“Agreement” is defined in the Preamble.

1.7

“Agreement of Merger” means the Articles of Merger in a form to be mutually agreed on by the Parties and signed at or before the Closing.

1.8

“Audited Financial Statements” is defined in Section 3.7(b).

1.9

“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

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1.10

“Books and Records” means all books and records, ledgers, employee records, customer lists, files, correspondence, and other records of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the business or its transactions are otherwise reflected, other than stock books and minute books.

1.11

“Business” is defined in the Recitals.

1.12

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York are authorized to close for business.

1.13

“Closing” is defined in Section 2.5.

1.14

“Closing Date” is defined in Section 2.5.

1.15

“Code” means the Internal Revenue Code of 1986, as amended.

1.16

“Commission” means the Securities and Exchange Commission.

1.17

“Company” means F3 & Associates, Inc., a California corporation, as referenced in the Preamble.

1.18

“Company Indemnifying Party” is defined in Section 9.2.

1.19

“Company Shareholders” or “Shareholders” means the holders of 100% of the Company’s Common Stock issued and outstanding, all of whom are listed on Schedule I hereto.

1.20

 “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.”  Controlled”, “Controlling” and “under common Control with” have correlative meanings.  Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

1.21

“Convertible Debt” means the Parent’s $1,010,000 principal amount Variable Rate Senior Secured Convertible Note Maturing March 9, 2015.

1.22

“Effective Time”  Shall be the time the Agreement of Merger is accepted by the Secretary of State for the State of California or such time that the Acquisition Subsidiary and Company designate in such Statement of Merger.

1.23

“Environmental Laws” shall mean all Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act.

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1.24

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

1.25

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.26

“Financial Statements” is defined in Section 3.7(b).

1.27

“Hazardous Material” shall mean any material, emission, chemical, substance or waste that has been designated by any United States government Authority to be radioactive, toxic, hazardous, a pollutant or a contaminant.

1.28

“Hazardous Materials Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material, or product manufactured with ozone depleting substances, including, without limitation, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.

1.29

“Indebtedness” means with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements) including with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to creditors for goods and services incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or security interest on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under U.S. GAAP, (g) all guarantees by such Person and (h) any agreement to incur any of the same.

1.30

“Indemnification Notice” is defined in Section 9.2(a).

1.31

“Indemnified Party” is defined in Section 9.1.

1.32

“Intellectual Property Right” means the intellectual property, confidential information, and proprietary information, owned, licensed, used or held for use by a Person, including, but not limited to (a) any and all trademarks, logos, logotypes, and/or service marks, including, but not limited to, any and all common law and statutory rights therein and therefor, and further including any and all registrations thereof and applications for registration therefor, and all goodwill of the business associated therewith; (b) any and all corporate names, Internet domain names, and/or trade names, including, but not limited to, any and all common law and statutory rights therein and therefor, and further including any and all registrations thereof and applications for registration therefor; (c) any and all know-how, trade secrets, confidential business information, and other proprietary information, including without limitation, lists of customers and suppliers and potential customers and suppliers, pricing and cost information, business and marketing plans and proposals, processes, techniques, designs, research and development information, technical information, specifications, discoveries, notes, reports, drawings, works, devices, makes, models, works-in-progress, and creations, and any and all work product therefor, including, but not limited to, any and all common law and statutory rights therein and therefor; (d) any and all patents and patent applications (including all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof) and patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (e) any and all copyrights, including, but not limited to, any and all common law and statutory rights therein and therefor, and further including any and all copyright

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registrations thereof and applications for registration of copyright therefor; (f) any and all computer programs, including operating systems, applications, routines, interface and algorithms, whether in source code or object code; (g) databases and all information contained therein; and (h) all proprietary rights relating to any of the foregoing, including, but not limited to, all causes of action, damages and remedies related thereto.

1.33

“Labor Agreements” is defined in Section 3.14(a).

1.34

“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

1.35

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

1.36

 “Loss(es)” is defined in Section 9.1.

1.37

“Material Adverse Effect” or “Material Adverse Change” means a material adverse change or a material adverse effect, individually or in the aggregate, on the condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business, operations or properties of the Company and the Businesses, taken as a whole, whether or not arising from transactions in the ordinary course of business.

1.38

“Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

1.39

“Outside Closing Date” is defined in Section 11.1.

1.40

 “Parent” means Future Healthcare of America, a Wyoming corporation, as referenced in the Preamble.

1.41

“Parent Balance Sheet” is defined in Section 5.14.

1.42

“Parent Balance Sheet Date” is defined in Section 5.14.

1.43

“Parent Common Stock” is defined in Section 5.5(a).

1.44

“Parent Employee Benefit Plans” is defined in Section 5.17.

1.45

“Parent Financial Statements” is defined in Section 5.9.

1.46

“Parent Indemnifying Party” is defined in Section 9.1.

1.47

“Parent Preferred Stock” is defined in Section 5.5(a).

1.48

“Parent Registration” is defined in Section 5.8(a).

1.49

“Parent Stock” refers collectively to the Parent Preferred Stock and Parent Common Stock as defined in Section 5.5(a).

1.50

“Parent SEC Documents” is defined in Section 5.8(b).

1.51

“Payment Securities” is defined in Section 2.3.

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1.52

“Permits” is defined in Section 3.11.

1.53

“Permitted Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to Parent; and (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts (A) that are not delinquent, (B) that are not material to the business, operations and financial condition of the Company so encumbered, either individually or in the aggregate, (C) not resulting from a breach, default or violation by any of the Company of any Contract or Law, and (D) the Liens set forth on Schedule 1.54.

1.54

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

1.55

“Registered Intellectual Property” is defined in Section 3.13.

1.56

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

1.57

“Securities Act” means the Securities Act of 1933, as amended.

1.58

“Signing Date” is defined in the Preamble.

1.59

“Subsidiary” means each entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled or owned, directly or indirectly, by the Company.

1.60

“Tangible Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture, office equipment, communications equipment, automobiles, trucks, forklifts and other vehicles owned or leased by the Company or any of its Subsidiaries and other tangible property, including the items listed on Schedule 3.10.

1.61

“Tax(es)” means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

1.62

“Taxing Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

1.63

“Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.

1.64

“Third-Party Claim” is defined in Section 9.2(a).

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1.65

“Transaction” is defined in the preamble.

1.66

 “Common Stock” is defined in Section 3.5.

1.67

“U.S. GAAP” means U.S. generally accepted accounting principles, consistently applied.

1.68

“Warrants” mean warrants to purchase 3,030,000 shares of Parent’s common stock at an exercise price of $0.40 per share.

ARTICLE II

MERGER AND SHARE EXCHANGE

2.1

2.2

Filing of Agreement of Merger and Certificate of Approval of Agreement of Merger; Effective Time. As soon as practicable following the Closing Date, Parent and the Company shall cause an Agreement of Merger and Certificate of Approval of Agreement of Merger (the “Agreement of Merger”) meeting the applicable sections of the California Corporations Code to be properly executed and filed in accordance with the applicable requirements of the California Corporations Code. The Merger shall become effective at the time designated in the Agreement of Merger (the “Effective Time”).

2.3

2.4

2.5

(a)

Parent shall deliver the Payment Securities in accordance with Section 2.3.

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(b)

The Shareholders shall deliver instructions to the Company’s registrar and transfer agent that, at the Closing, their Common Stock be transferred to Parent, with all necessary transfer Tax and other revenue stamps, acquired at each Shareholder’s expense, affixed.

2.6

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

THE COMPANY

The Company hereby represents and warrants to Parent that, except as set forth in the corresponding schedule in the disclosure schedules attached hereto, each of the following representations and warranties is true, correct and complete to the knowledge of the Company as of the date of this Agreement and as of the Closing Date.  

3.1

3.2

(a)

The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation by the Company of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary action on the part of the Company, including the approval of the Chief Executive Officer and the approval of the super majority of the Shareholders of the Company.  This Agreement constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency and similar Laws affecting the enforceability of creditor rights generally and to general principals of equity.

3.3

3.4

(a)

contravene or conflict with the organizational or constitutive documents of the Company;

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(b)

contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company;

(c)

constitute a default under or breach of (with or without the giving of notice or the passage of time or both); violate; or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company;

(d)

require any payment or reimbursement by any of the Company (other than obligations set forth in the Additional Agreements);

(e)

cause a loss of any material benefit relating to the business to which the Company is entitled under any provision of any Permit or Contract (i) binding upon the Company, or (ii) by which any of the Common Stock or the Company’s assets is or may be bound; or

(f)

result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Common Stock or the Company’s assets.

3.5

3.6

3.7

(a)

The Company shall, three (3) Business Days prior to the Closing Date, deliver to the Parent the (i) audited balance sheet as of December 31, 2014 (the “Company Balance Sheet Date”) and December 31, 2013, and (ii) audited statements of operations and accumulated deficits, statement of changes in equity and cash flows for the years ended December 31, 2014 and December 31, 2013 (collectively, the “Audited Financial Statements”).

(b)

The Company has delivered to the Parent financial statements of the Company for the period ended June 30, 2015, consisting of the balance sheet as of such date, the income statement for

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period ended on such date, and the cash flow statement for the period ended on such date (the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”).

(c)

The Financial Statements (a) are in accordance with the books and records of the Company, and (b) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

(d)

Except as fully disclosed in the Financial Statements, the Company has no Indebtedness, liabilities or obligations (whether accrued, absolute, contingent, whether due or to become due or otherwise).

3.8

(a)

All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation of the Merger shall have been obtained prior to, and be effective as of, the Closing, other than (i) the filing of the Agreement of Merger with the Secretary of State of California.

(b)

All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of the Company required in connection with the consummation of the Merger shall have been obtained prior to, and be effective as of, the Closing.

3.9

3.10

3.11

3.12

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3.13

3.14

3.15

(a)

The Company has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its business.  All such assets and properties, other than assets and properties in which the Company has leasehold interests, are free and clear of all Liens except as provided for in the Financial Statements.  The Company has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.  The Company enjoys peaceful and undisturbed possession under all such leases.

(b)

Except as expressly set forth in this Agreement, the Financial Statements or the notes thereto, the Company is not a party to any written or oral agreement not made in the ordinary course of business that is material to the Company.  The Company does not own any real property.  Except as set forth in Schedule 3.15(b), the Company maintains no insurance policies or insurance coverage of any kind with respect to the Company, its business, premises, properties, assets, employees and agents.  No consent of any bank or other depository is required to maintain any bank account, other deposit relationship or safety deposit box of the Company in effect following the consummation of the Merger and the transactions contemplated hereby.

3.16

3.17

3.18

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liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the date of the Financial Statements, none of which (individually or in the aggregate) materially and adversely affects the Condition of the Company.  

3.19

3.20

3.21

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condition, death or property damage arising out of the function or malfunction of a product, procedure or service designed, manufactured, sold or distributed by the Company.

3.22

(a)

Schedule 3.22(a) sets forth a true and complete list of every employment agreement for Officers of the Company (each an “Existing Employment Agreement”), commission agreement, employee group or executive medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom stock, stock option, stock purchase, stock appreciation right or severance plan of the Company, to the extent that any such agreement relates to the Business of the Company, now in effect or under which the Company has or might have any obligation, or any understanding between the Company and any employee concerning the terms of such employee’s employment that does not apply to the Company (to the extent such employment relates to that of the Company) employees generally (collectively, “Labor Agreements”).

(b)

The Company has complied in all material respects with all Labor Agreements and all applicable laws relating to employment or labor.  All accrued obligations of the Company applicable to its employees, whether arising by operation of Law, by contract, by past custom or otherwise, for payments by the Company to any trust or other fund or to any Authority, with respect to unemployment or disability compensation benefits, social security benefits, under ERISA or otherwise, have been paid or adequate accruals have been made.

3.23

(a)

Except as set forth in Schedule 3.23, the Company has not (i) received any written notice of any alleged claim, violation of or Liability under any Environmental Law which has not heretofore been cured or for which there is any remaining liability; (ii) disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any Liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Companies, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect.

(b)

The Company has delivered to Parent all material records in its possession concerning the Hazardous Materials Activities of the Company and all environmental audits and environmental assessments in the possession or control of the Company of any facility currently owned, leased or used by the Company which identifies the potential for any violations of Environmental Law or the presence of Hazardous Materials on any property currently owned, leased or used by the Company.

(c)

Except as provided for on Schedule 3.23(c), there are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by the Company such as could give rise to any material liability or corrective or remedial obligation of the Company under any Environmental Laws.

3.24

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3.25

3.26

4.1

(a)

The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

Parent and Acquisition Subsidiary, jointly and severally, hereby represent and warrant to the Company that:

5.1

5.2

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Agreements will constitute, a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.

5.3

5.4

5.5

(a)

The authorized capital stock of Parent consists of (i) 200,000,000 shares of common stock, par value $0.001 per share (“Parent Common Stock”), of which 10,665,631 shares are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (“Parent Preferred Stock”), of which no shares are issued and outstanding.  Except as set forth on Schedule 5.5(a) or in any Parent SEC Documents, Parent has no outstanding options, rights or commitments to issue shares of Parent Stock or any other equity security of Parent or Acquisition Subsidiary, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Parent Stock or any other equity security of Parent or Acquisition Subsidiary.  There is no voting trust, agreement or arrangement among any of the beneficial holders of Parent Stock affecting the nomination or election of directors or the exercise of the voting rights of Parent Stock.  The offer, issuance and sale of such shares of Parent Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws.  None of such shares of Parent Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law.

(b)

The authorized capital stock of Acquisition Subsidiary consists of 1,000 shares of common stock, par value $0.001 per share (the “Acquisition Subsidiary Common Stock”), of which 1,000 shares are issued and outstanding.  All of the outstanding shares Acquisition Subsidiary Common Stock are owned by Parent, validly issued and outstanding, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person.  Acquisition Subsidiary has no outstanding options, rights or commitments to issue shares of Acquisition Subsidiary common stock or any other equity security of Acquisition Subsidiary, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Acquisition Subsidiary Common Stock or any other equity security of Acquisition Subsidiary.

5.6

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5.7

5.8

(a)

Parent filed a registration statement on Form S-1 under the Securities Act, which became effective on August 22, 2012 (the “Parent Registration Statement”).  Since that date, Parent has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act.  Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act.

(b)

Parent has made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the “Parent SEC Documents”) filed by Parent with the Commission.  As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC Documents and, except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.

(c)

Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Parent with the Commission or delivered to the stockholders of Parent.

(d)

Parent is not an investment company within the meaning of Section 3 of the Investment Company Act of 1940, as amended.

(e)

Parent is not, and never has been, a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent’s filings with the Commission.

(f)

The shares of Parent Common Stock are quoted on the OTCQB tier of the OTC Markets Group (the “OTC Markets”) under the symbol “FUTU” and Parent is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Markets applicable to it and the Parent Common Stock.  The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. There is no action or proceeding pending threatened against the Company by The Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to any intention by such entity to prohibit or terminate the quotation of the Company Common Stock on the OTC Markets.

(g)

Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets.

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(h)

The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

(i)

Parent has otherwise materially complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

5.9

5.10

(a)

All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of Parent or Acquisition Subsidiary required in connection with the consummation of the Merger shall have been obtained prior to, and be effective as of, the Closing, other than (i) the filing of the Agreement of Merger with the Secretary of State of California; (ii) the filing of a Form 8-K with the Commission within four (4) business days after the execution of this Agreement and of the Closing Date; and (iii) any filing required by FINRA.

(b)

All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with any federal or state governmental authority on the part of Company required in connection with the consummation of the Merger shall have been obtained prior to, and be effective as of, the Closing.

5.11

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5.12

5.13

5.14

5.15

5.16

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proceedings relating to Taxes or any Tax Returns.  Parent has not agreed, nor is it required, to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law), whether by reason of a change in accounting method or otherwise, for any Tax period for which the applicable statute of limitations has not yet expired.  Parent (i) is not a party to, nor is it bound by or obligated under, any Tax Sharing Agreements, and (ii) does not have any potential liability or obligation to any Person as a result of, or pursuant to, any such Tax Sharing Agreements.  Parent has no liability for any other taxpayer under U.S. Treasury Regulation 1.1502-6 or any other similar provision.

5.17

5.18

5.19

5.20

5.21

5.22

(a)

Parent has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its business.  All such assets and properties, other than assets and properties in which the Parent has leasehold interests, are free and clear of all Liens.  Parent has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect.  Parent enjoys peaceful and undisturbed possession under all such leases.

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(b)

Except as expressly set forth in this Agreement, the Parent Balance Sheet or the notes thereto, or the Parent SEC Documents, Parent is not a party to any written or oral agreement not made in the ordinary course of business that is material to Parent.  Parent does not own any real property.  Except as set forth in Schedule 5.22(b), Parent maintains no insurance policies or insurance coverage of any kind with respect to Parent, its business, premises, properties, assets, employees and agents.  No consent of any bank or other depository is required to maintain any bank account, other deposit relationship or safety deposit box of Parent in effect following the consummation of the Merger and the transactions contemplated hereby.

5.23

5.24

5.25

5.26

5.27

5.28

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the schedules or exhibits hereto by Parent contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

The parties hereto covenant and agree that:

6.1

6.2

6.3

6.4

Post-Closing Name Change Consent and Information Statement.  After the Closing Date, the Company Shareholders, as the majority shareholders of Parent, shall have consented to a written action of shareholders approving the name change of Parent and the filing of an Information Statement with the Commission or such other filing as may be required by the Commission.

6.5

Spin-Off Registration Statement.  Parent will assist FHS (as defined in Section 8.1(f) below) in filing its SEC Form S-1 Registration Statement to complete the Spin-Off of the Parent Legacy Business to the shareholders of record of Parent (the “Spin-Off S-1”), with a record date immediately prior to the Closing Date or in the manner determined by Parent, as well as sign any other documents or agreements necessary to complete this transaction.  All costs and expenses related to the Spin-Off and the preparation, filing and obtaining effectiveness from the SEC of the Spin-Off S-1 (including, but not

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limited to, legal, accounting, registration, filing fees, compliance with applicable Blue Sky laws) will be borne by and paid for by FHS. In addition, FHS shall be responsible for all of its internal expenses incurred in connection with the consummation of the Spin-Off and the Spin-Off S-1 (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any accounting and auditor fees and expenses incurred in connection with the Spin-Off and the Spin-Off S-1.  During the period between the Closing Date and the completion of the Spin-Off, the parties agree that Parent and FHS shall be operated as separate businesses and further agree not to take any action that would interfere with FHS’s ability to conduct the Parent Legacy Business (as defined in Section 8.1(f) below).

7.1

(a)

The Business of the Company shall be conducted only in the ordinary course;

(b)

The Company shall not (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any of its Common Stock; (ii) amend its Bylaws except to effectuate the transactions contemplated in this Agreement or (iii) split, combine or reclassify the outstanding Common Stock or declare, set aside or pay any dividend payable in cash, equity or property or make any distribution with respect to any such Common Stock;

(c)

The Company shall not (i) issue or agree to issue any additional Common Stock, or options, warrants or rights of any kind to acquire any Common Stock; (ii) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction other than in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing or (v) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination;

(d)

The Company shall use its commercially reasonable efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it;

(e)

The Company will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below for purposes of this paragraph).  The Company will promptly advise Parent orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof.  As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving the Company or for the acquisition of a substantial equity interest in it or any material assets of it other than as contemplated by this Agreement.  The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing; and

(f)

The Company will not enter into any new employment agreements with any of its officers or employees or grant any increases in the compensation or benefits of its officers and employees or amend any employee benefit plan or arrangement.

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7.2

(a)

The business of Parent and Acquisition Subsidiary shall be conducted only in the ordinary course; provided, however, that Parent shall take the steps necessary to effect the Spin-Off of  Parent Legacy Business without liability to Parent or Acquisition Subsidiary in accordance with the Separation Agreement;

(b)

Neither Parent nor Acquisition Subsidiary shall (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock; (ii) amend its charter or Bylaws other than to effectuate the transactions contemplated hereby; or (iii) split, combine or reclassify its capital stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to such stock;

(c)

Except as contemplated by this Agreement, neither Parent nor Acquisition Subsidiary shall (i) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire shares of, its capital stock other than to effectuate the transactions contemplated or permitted pursuant to this Agreement; (ii) acquire or dispose of any assets other than in the ordinary course of business (except for dispositions in connection with Section 7.2(a) hereof); (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction except in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing or (v) enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business contract or enter into any negotiations in connection therewith;

(d)

Neither Parent nor Acquisition Subsidiary will, nor will they authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by them to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below for purposes of this paragraph).  Parent will promptly advise the Company orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof.  As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving Parent or Acquisition Subsidiary or for the acquisition of a substantial equity interest in either of them or any material assets of either of them other than as contemplated by this Agreement.  Parent will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing; and

(e)

Neither Parent nor Acquisition Subsidiary will enter into any new employment agreements with any of their officers or employees or grant any increases in the compensation or benefits of their officers and employees.

8.1

(a)

No provisions of any applicable Law, and no Order shall prohibit or impose any condition on the consummation of the Closing.

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(b)

There shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

(c)

Parent shall have completed a financing transaction resulting in gross proceeds to Parent of a minimum of $1,500,000 on such terms and conditions as reasonably approved by the Company (the “Merger Financing”).  

(d)

As part of the Merger Financing, Parent shall have entered into a Registration Rights Agreement with the investors in the Merger Financing covering Parent’s common stock included in the sale of its securities as part of the Merger Financing, and a minimum of 7,500,000 shares of Parent’s common stock issued to the Company Shareholders subject to SEC rules and limitations and in the reasonable discretion of the investors in the Merger Financing (the “Registration Rights Agreement”).

(e)

Subject to compliance with applicable securities laws, rules and regulations, including SEC restrictions relating to “integration” of securities offerings, Parent shall have received a good faith commitment for a financing for minimum of $1,500,000 in gross proceeds to Parent (the “Post-Merger Financing”) in addition to the Merger Financing on such terms and conditions as reasonably approved by the Company with a closing no later than 90 days after a Registration Statement on Form S-1 covering the securities issued in the Merger Financing has been declared effective by the Commission.

(f)

At or prior to the Closing: (a) Parent’s board of directors shall have approved the agreement to Spin-Off Parent’s current healthcare business and all assets related thereto, including all cash, excepting only the Merger Financing, together with any note receiveables and the proceeds from such receivables, if any (including, but not limited to the promissory note reflecting amounts lent by Parent to the Company), all trade receivables, debt and liabilities (exclusive of any debt related to the Company other than as provided in Section 8.3) owned and operated by Parent through its wholly owned subsidiary, Future Healthcare Services Corp., a Wyoming corporation (“FHS”), by FHS’s wholly owned subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation (the “Parent Legacy Business”), to the record holders of Parent’s common stock as of the record date, which record date shall be the date immediately prior to the Closing of the Merger (the “Spin-Off”), in the form of the Separation Agreement attached hereto as Exhibit A (the “Separation Agreement”).

(g)

Parent and the Company shall have entered into agreements with their respective advisors and consultants to pay expenses of the Merger, including the payment of certain fees and expenses of the parties and their advisors.

(h)

Parent and the Company shall have entered into employment and indemnification agreements with the following individuals, in a form satisfactory to both the Parent, the Company and employee: Mark Sizelove, Sean Finn and Gene Feickert.

(i)

Parent shall have received the Financial Statements of the Company in form satisfactory to Parent and Company.

(j)

The parties shall have received the written consent of all of the Company Shareholders: (i) authorizing the exchange of Common Stock for shares of Parent Common Stock as set forth in Section 2.3; (ii) explicitly waiving any right to receive shares of FHS in connection with the Spin-Off; and (iii) making customary representations with respect to their “accredited” or “sophisticated investor” status, access to material information about Parent, and the like.  

(k)

The Shareholders Buy-Sell Agreement entered into among the Company, Fred Feickert, Sean Finn, Gene Feickert and the spouses of Sean Finn and Gene Feickert dated January 1, 2005 shall be resolved to the mutual satisfaction of the Parties.

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8.2

(a)

The Company shall have duly performed all of its obligations hereunder required to be performed by them at or prior to the Closing Date.

(b)

All of the representations and warranties of the Company contained in this Agreement, the Additional Agreements and in any certificate delivered by the Company, the Chief Executive Officer or any Shareholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to knowledge, materiality or Material Adverse Effect, shall: (i) be true, correct and complete (A) at and as of the date of this Agreement, or, (B) if otherwise specified, when made or when deemed to have been made, and (ii) be true, correct and complete as of the Closing Date, in the case of (i) and (ii) with only such exceptions as could not in the aggregate reasonably be expected to have a Material Adverse Effect.

(c)

There shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, could reasonably be expected to have a Material Adverse Effect, regardless of whether it involved a known risk.

(d)

Parent shall have received a certificate dated as of the Closing Date and signed by the Chief Executive Officer of the Company to the effect set forth in clauses (a) through (c) of this Section 8.2.

(e)

No court, arbitrator or other Authority shall have issued any judgment, injunction, decree or order, or have pending before it a proceeding for the issuance of any thereof, and there shall not be any provision of any applicable Law restraining or prohibiting the consummation of the Closing, the ownership by Parent of any of the Common Stock or the effective operation of the Business by the Company after the Closing Date.

(f)

Parent shall have received the Financial Statements.

(g)

8.3

(a)

The Parent and Acquisition Subsidiary shall have performed in all material respects all of their respective obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Parent and Acquisition Subsidiary contained in this Agreement, and in any certificate or other writing delivered by Parent or the Acquisition Subsidiary pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date, and (iii) the Company shall have received a certificate signed by an authorized officer of Parent and the Parent to the foregoing effect.

(b)

Existing loans made to the Company by family members of the Company Shareholders aggregating approximately $189,000 shall have been purchased by a third party on terms and conditions agreed to by the holders of such promissory notes and the Company.  

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(c)

At or prior to the Closing, Parent shall assume all existing debt of the Company not paid off at the Closing, including without limitation, the promissory notes referenced in Section 8.3(c), and obtain a release from the Company’s bank lenders of the personal guaranty of the Company Shareholders of such loan in a form reasonably approved by the Company Shareholders who guaranteed such loans, or alternatively retire or refinance such bank debt, as the parties reasonably agree; provided however, if the Company Shareholders waive the conditions in this Section 8.3(c) regarding the bank debt personal guarantees, the parties shall agree to such other measures required to receive the bank’s consent to the Closing, including actions that will allow the Company Shareholders to maintain certain equity percentage ownership in the debtor company. Such additional agreements are not intended to increase or modify the merger consideration provided to the Company Shareholders in this transaction. 

(d)

Parent shall have entered into an agreement with the holders of the Convertible Debt whereby the holders of such Convertible Debt shall have agreed to convert into no more than 5,000,000 shares of Parent’s common stock the $505,000 principal amount of such Convertible Debt plus accrued and unpaid interest and any other amounts due under such portion of the Convertible Debt that Parent will remain obligated to pay as provided for in the Separation Agreement.

(e)

Parent shall have entered into an agreement with the holders of the 1,515,000 Warrants which are not assumed by FHS, by which such Warrants shall be convertible at a price of $.50 per share, subject to anti-dilutive price adjustment equal to 80% of the price paid by the investors for shares of Parent Common Stock in the Merger Financing.

(f)

Parent shall have adopted a stock incentive plan and shall have entered into employment,  compensation and indemnification agreements with the following shareholders of the Company: Gene Feickert, Sean Finn and Mark Sizelove on such terms and conditions as determined by such shareholder in their discretion with such agreements including stock option grants and bonuses, to be agreed by the parties.

(g)

At Closing, the existing officers and directors of Parent shall resign and the following individuals shall be appointed as directors to Parent’s Board of Directors:

In addition, Parent’s Board of Directors shall consist of five members, three of which shall be designated by the Company Shareholders, one representing the investors in the Merger Financing, and one independent director as defined in the Commission rules and regulations who shall be reasonably approved by the other four directors; provided, however, notwithstanding Section 2.6 and this Section 8.3(g), only three members shall be appointed consisting of the Company Shareholders until the Merger Financing is completed and the Company Shareholders have been removed as personal guarantors of the bank debt, whether at or subsequent to Closing.

(h)

Fred Feickert will receive a severance agreement from Parent and the Company which provides for payment of $175,000 payable over 12 months after the Closing, plus current benefits (computer and healthcare) and shall include indemnification protection for Mr. Feickert on terms and conditions reasonably agreed on by him.  In addition, Fred Feickert shall have cancelled 14.25 shares of F3 Common Stock he owns.

(i)

Fred Feickert will have agreed to the sale of shares of his Common Stock of Parent on such terms and conditions as reasonably agreed to by him.

INDEMNIFICATION   

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9.1

9.2

9.3

(a)

An indemnified party shall give the indemnifying party prompt notice (an “Indemnification Notice”) of any third-party Action with respect to which such indemnified party seeks indemnification pursuant to Section 9.1 or 9.2 (a “Third-Party Claim”), which shall describe in reasonable detail the Loss that has been or may be suffered by the indemnified party.  The failure to give the Indemnification Notice shall not impair any of the rights or benefits of such indemnified party under Section 9.1 or 9.2, except to the extent such failure materially and adversely affects the ability of the indemnifying party to defend such claim or increases the amount of such liability.

(b)

In the case of any Third-Party Claims as to which indemnification is sought by any indemnified party, such indemnified party shall be entitled, at the sole expense and liability of the indemnifying party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim unless the indemnifying party, within a reasonable time after the giving of an Indemnification Notice by the indemnified party (but in any event within ten (10) days thereafter), shall (i) deliver a written confirmation to such indemnified party that the indemnification provisions of Section 9.1 or 9.2 are applicable to such Action and the indemnifying party will indemnify such indemnified party in respect of such Action pursuant to the terms of this Article IX and, notwithstanding anything to the contrary, shall do so without asserting any challenge, defense, limitation on the indemnifying party’s liability for Losses, counterclaim or offset, (ii) notify such indemnified party in writing of the intention of the indemnifying

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party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such indemnified party to conduct the defense of such Third-Party Claim.

(c)

If the indemnifying party assumes the defense of any such Third-Party Claim pursuant to Section 9.1(b) or 9.2(b), then the indemnified party shall cooperate with the indemnifying party in any manner reasonably requested in connection with the defense, and the indemnified party shall have the right to be kept fully informed by the indemnifying party and their legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege.  If the indemnifying party so assumes the defense of any such Third-Party Claim, the indemnified party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the indemnified party shall be at the expense of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel that there may be a conflict of interest between such indemnified party and the indemnifying party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party.

(d)

If the indemnifying party elects to assume the defense of any Third-Party Claim pursuant to Section 9.1(b) or Section 9.2(b), the indemnified party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the indemnifying party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the indemnified party for such liability.  If the indemnifying party does not elect to defend, or if, after commencing or undertaking any such defense, the indemnifying party fails to adequately prosecute or withdraw such defense, the indemnified party shall have the right to undertake the defense or settlement thereof, at the indemnifying party’s expense.  Notwithstanding anything to the contrary, the indemnifying party shall not be entitled to control, but may participate in, and the indemnified party (at the expense of the indemnifying parties) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the indemnified party, or (ii) to the extent such Third Party Claim involves criminal allegations against the indemnified party or (y) the entire Third Party Claim if such Third Party Claim would impose liability on the part of the indemnified party.  In the event the indemnified party retains control of the Third Party Claim, the indemnified party will not settle the subject claim without the prior written consent of the indemnifying party, which consent will not be unreasonably withheld or delayed.

(e)

If the indemnified party undertakes the defense of any such Third-Party Claim pursuant to this Section 9.3 and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the indemnified party shall give the indemnifying party prompt written notice thereof and the indemnifying party shall have the right to participate in the settlement, assume or reassume the defense thereof or prosecute such appeal, in each case at the indemnifying party’s expense.  The indemnifying party shall not, without the prior written consent of such indemnified party settle or compromise or consent to entry of any judgment with respect to any such Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such indemnified party, (ii) in which such Third Party Claim could be reasonably expected to impose or create a monetary liability on the part of the indemnified party (such as an increase in the indemnified party’s income Tax) other than the monetary claim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, or (iii) which does not include as an unconditional term thereof the giving by the claimant, person conducting such investigation or initiating such hearing, plaintiff or petitioner to such indemnified party of a release from all liability with respect to such Third-Party Claim and all other Actions (known or unknown) arising or which might arise out of the same facts.

9.4

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costs, disbursements or expenses of any indemnified party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the indemnifying party to each indemnified party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

9.5

9.6

Time Limit.

The obligations of the Parent Indemnifying Party and the Company Indemnifying Party under Section 9.1 and Section 9.2 shall expire two (2) years from the Closing Date, except with respect to:  (i) an indemnification claim asserted in accordance with the provisions of this Article IX which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; (ii) resolved claims for which payment has not yet been paid to the indemnified party; and (iii) any claim alleging any fraud or intentional misconduct on the part of the indemnifying party, for which the obligation of the indemnifying party shall not expire.

10.1

(a)

The parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement, or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”).  Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement or any Additional Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement or any Additional Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

(b)

If the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the Solano County California chapter head of the American Arbitration Association upon the written request of either side.  The Arbitrator shall be selected within thirty (30) days of such written request.

(c)

The laws of the State of California shall apply to any arbitration hereunder.  In any arbitration hereunder, this Agreement and any agreement contemplated hereby shall be governed by the laws of the State of California applicable to a contract negotiated, signed, and wholly to be performed in the State of California, which laws the Arbitrator shall apply in rendering his decision.  The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected.  The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d)

The arbitration shall be held in Solano County California in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

(e)

On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 10.1(c).

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(f)

The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

(g)

The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision.  The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal.

(h)

Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction.  The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in Solano County California to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration.  The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder.  None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

(i)

The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the gross negligence or willful misconduct of the person indemnified.

(j)

This arbitration section shall survive the termination of this Agreement and any agreement contemplated hereby.

10.2

(a)

THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES TO THIS AGREEMENT OF ANY KIND OR NATURE.  NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY ADDITIONAL AGREEMENT.

(b)

Each of the parties to this Agreement acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver with legal counsel.  Each of the parties to this Agreement further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

11.1

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hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side.  Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.  In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

11.2

(a)

Parent may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights or obligations Parent may have, if the Company shall have materially breached any representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing Date and fifteen (15) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach.

(b)

The Company may terminate this Agreement by giving notice to Parent, without prejudice to any rights or obligations the Company or Shareholders may have, if Parent shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing Date and fifteen (15) days following receipt by Parent of a notice describing in reasonable detail the nature of such breach.

11.3

12.1

If to Parent:

Future Healthcare of America

420 Royal Palm Way, Suite 100

Palm Beach, Florida 33480

Attention: Christopher J. Spencer, CEO

Telecopy: 412-621-2625

with a copy to (which shall not constitute notice):

Leonard W. Burningham, Esq.

Branden T. Burningham, Esq.

455 East 500 South, Suite 205

Salt Lake City, Utah  84111

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Telecopy:  801-355-7126

if to Company:

F3 & Associates, Inc.

701 East H Street

Benicia, CA 94510

with a copy to (which shall not constitute notice):

Legal & Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, Florida 33401

Attention: Laura Anthony, Esq.

Telecopy: 561.514.0832

12.2

(a)

This Agreement cannot be amended, except by a writing signed by each party, and cannot be terminated orally or by course of conduct.  No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

(b)

Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition.  No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement.  No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(c)

Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

(d)

Notwithstanding anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

12.3

12.4

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or make any other public disclosure concerning the transactions contemplated hereunder without the prior approval of the other party hereto.

12.5

12.6

12.7

12.8

12.9

12.10

12.11

(a)

References to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections, schedules, and exhibits of this Agreement.

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(b)

The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “party” means a party signatory hereto.

(c)

Any use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires; “including” means “including without limitation;” “or” means “and/or;” “any” means “any one, more than one, or all;” and, unless otherwise specified, any financial or accounting term has the meaning of the term under United States generally accepted accounting principles as consistently applied heretofore by the Company.

(d)

Unless otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time.  Any reference to a numbered schedule means the same-numbered section of the disclosure schedule.

(e)

If any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event, the day of such date or event is not counted in determining the last day for such action or notice.  If any action is required to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered timely if it is taken or given on or before the next Business Day.

(f)

Captions are not a part of this Agreement, but are included for convenience only.

(g)

For the avoidance of any doubt, all references in this Agreement to “the knowledge or best knowledge of the Company” or similar terms shall be deemed to include the actual or constructive (e.g., implied by Law) knowledge of the Chief Executive Officer of the Company.

12.12

12.13

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IN WITNESS WHEREOF, the Parent, the Company, and the Acquisition Subsidiary have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.