PRACTICEXPERT INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v020508_ex10-2.txt
<TEXT>

                           LOAN AND SECURITY AGREEMENT

      This LOAN AND  SECURITY  AGREEMENT  is entered into as of 1st day of June,
2005,  by and between  PracticeXpert  of Idaho,  Inc.,  formerly  known as K. R.
Johnson & Associates ("Client"), and Meridian Commercial Healthcare Finance, LLC
("Meridian").

                                    RECITALS

      A. Client is in the business of providing billing, management,  consulting
and administrative  services to medical practitioners and hospitals specializing
in radiation and medical oncology, as well as services to other physicians.

      B. Client has  requested  that Meridian make loans to Client as more fully
set forth herein.

      C. This Agreement is entered into and will be performed in California.

      NOW,  THEREFORE,  in  consideration  of the premises,  and intending to be
legally bound hereby, the Parties hereby agree as follows:

                                    AGREEMENT

1. Certain  Definitions  and Index to  Definitions.  All terms contained in this
Agreement  that are not  specifically  defined  herein  shall have the  meanings
provided in the UCC. All accounting terms used herein shall have the meaning set
forth in Generally Accepted Accounting Principles. As used herein, the following
terms shall have the following meanings:

      1.1  "Affiliates"  - Entities or  individuals  which are  affiliated  with
Client.

      1.2 "Aged Receivable Fee" - The product of the Aged Receivable Fee Percent
and the unpaid Estimated Net Realizable Value of an Eligible Account.

      1.3 "Aged  Receivable  Fee  Commencement  Date" - Sixty-one  days from the
Invoice Date of an Eligible Account.

      1.4 "Aged Receivable Fee Percent" - 0.125%.

      1.5 "Aged  Receivable  Fee Period" - Beginning on the Aged  Receivable Fee
Commencement Date and recurring every 7 days thereafter until the Breach Date.

      1.6  "Agreement"  - This Loan and Security  Agreement,  together  with all
exhibits  and  schedules  hereto,  as the same now  exists or may  hereafter  be
amended, modified, supplemented, extended, renewed, restated or replaced.

      1.7  "Allowable  Amount" - The lesser of the Borrowing  Base or the Credit
Limit.


                                       1
<PAGE>

      1.8 "Anniversary  Date" - The date that is one year from the Closing Date,
and the same date of each year thereafter.

      1.9 "Assignment Date" - The date on which Client receives a statement from
Meridian listing Accounts which Meridian has determined to be Eligible Accounts.

      1.10  "Availability  Reserves"  - As of any  date of  determination,  such
amounts  as  Meridian  may from time to time  establish  or revise in good faith
reducing  the amount of Advances  which would  otherwise  be available to Client
hereunder:

            1.10.1 To reflect events, conditions,  contingencies or risks which,
do or may  affect  either  (i) the  Collateral  or any other  property  which is
security  for the  Obligations  or its  value,  (ii)  the  assets,  business  or
prospects of Client, or (iii) the security interest and other rights of Meridian
in  the  Collateral  (including  the  enforceability,  perfection  and  priority
thereof);

            1.10.2  To  reflect   that  any   collateral   report  or  financial
information furnished by or on behalf of Client or any Obligor to Meridian is or
may have been incomplete, inaccurate or misleading in any material respect; or

            1.10.3 In respect of any state of facts that constitutes an Event of
Default or may,  with notice or passage of time or both,  constitute an Event of
Default.

      1.11 "Average  Collections" - Average weekly proceeds of Eligible Accounts
received by Meridian  during the Collection  Period  preceding the date on which
the  calculation of Average  Collections is to be made multiplied by the Average
Collections Multiple.

      1.12 "Average Collections Multiple" - 1.7.

      1.13 "Avoidance  Claim" - Any claim that any payment  received by Meridian
from or for the account of an Account Debtor that is avoidable  under the United
States Bankruptcy Code or any other debtor relief statute.

      1.14  "Borrowing  Base" -  Eighty  percent  of the  unpaid  Estimated  Net
Receivable Value of Eligible Accounts.

      1.15 "Breach Date" - The date which is 91 days from the Service Date.

      1.16  "Business Day" - Any day which is not a Saturday,  Sunday,  or other
day on which national banks are authorized or required to be closed.

      1.17 "Clearance Days" - Five days.

      1.18 "Client" - See Preamble hereof.

      1.19  "Closed" - an  Eligible  Account is Closed  when its  Estimated  Net
Receivable  Value  has  been  paid in full to  Meridian  (including  payment  by
Client).

      1.20  "Closing  Date" - The date on which this  Agreement  is  accepted by
Meridian.


                                       2
<PAGE>

      1.21 "Collateral" - All now owned and hereafter acquired personal property
and fixtures,  and proceeds thereof,  (including proceeds of proceeds) including
without limitation Accounts, Chattel Paper, Inventory,  Equipment,  Instruments,
Investment Property, Documents, and General Intangibles.

      1.22 "Collection Period" - Ten weeks.

      1.23 "Credit  Accommodation" - Any advance or other extension of credit by
Meridian to or on behalf of Client hereunder.

      1.24 "Credit Limit" - $250,000.00.

      1.25  "Credit  Limit  Increase"  - The amount of an increase in the Credit
Limit, as requested by Client and agreed to by Meridian.

      1.26  "Cross  Aged  Account  Debtor" - An  Account  Debtor,  other  than a
governmental  entity,  which owes  Accounts of which more than 50% are unpaid on
the Breach Date.

      1.27 "Current  Ratio" - the ratio of (i) the current assets of Borrower as
of the last day of each month, to (ii) the current liabilities of Borrower as of
the last day of such month;  provided,  that any intercompany transfers shall be
excluded from the determination of current assets or current liabilities hereof.

      1.28 "Data Interface Set Up Fee" - $1,500.00.

      1.29 "Default Rate" - 0.05% per day.

      1.30 "Default Waiver Fee" - $1,000.00.

      1.31 "Early  Termination Event" - The termination of this Agreement (i) by
Client as provided in Section 15 hereof or (ii) or as a matter of law.

      1.32  "Early  Termination  Fee"  - 3% of  the  Credit  Limit  if an  Early
Termination  Event occurs prior to the first  Anniversary Date, 2% of the Credit
Limit if it  occurs  on or after  the  first  Anniversary  Date but prior to the
second  Anniversary Date, or 1% of the Credit Limit if it occurs on or after the
second Anniversary Date but prior to the third Anniversary Date.

      1.33  "EBITDA"  - shall  mean for any  period the sum of (i) net income of
Client for such period,  plus (ii) all  interest  expense of the Client for such
period,  plus (iii) all federal,  state and local taxes  actually  paid for such
period,  plus (iv) depreciation  expenses for such period, plus (v) amortization
expenses for such period.

      1.34 "Eligible Account" -

            1.34.1 An Eligible  Account is an Account which is not an Ineligible
Account.

            1.34.2  An  Account  owed  by  a  Payor  which  has  not  honored  a
Redirection Notice (as defined below) for more than ninety days from the sending
thereof shall not be an Eligible  Account.  A  "Redirection  Notice" is a notice
sent  by  either  Meridian  or by  the  Client  at  the  direction  of  Meridian
instructing the recipient to send payments to an address selected by Meridian.


                                       3
<PAGE>

      1.35  "Estimated  Net  Receivable  Value" - The amount which  Meridian has
determined in its  reasonable  discretion,  based upon  information  acquired by
Meridian,  (including  information from Client) which will be paid on account of
Eligible Accounts.

      1.36 "Event of Default" - See Section 12.1 hereof.

      1.37 "Exposed  Payments" - Payments received by Meridian from a Payor that
has become  subject to a  bankruptcy  proceeding,  to the extent  such  payments
cleared said Payor's deposit  account within ninety days of the  commencement of
said bankruptcy case.

      1.38  "Financing  Fee" - The  Financing Fee  Percentage  multiplied by the
unpaid  Estimated  Net  Receivable  Value of an Eligible  Account  computed from
Assignment Date to the date on which it has been Closed.

      1.39 "Financing Fee Percentage" - 0.03%.

      1.40 "Governmental Lock Box" - A lock box relationship  between Client and
a Governmental Lock Box Bank.

      1.41 "Governmental Lock Box Bank" - A financial institution  acceptable to
Meridian which has entered into a Lock Box Agreement.

      1.42  "Guarantor(s)"  - All  individuals  or  entities  now  or  hereafter
guaranteeing the Obligations.

      1.43 "HIPAA" - Health  Insurance  Portability  and  Accountability  Act of
1996,  as amended.

      1.44 "HHS" - United States  Department of Health and Human Services or any
other governmental agency in charge of enforcing HIPAA.

      1.45  "Increased  Credit Limit Fee" - The product of the Increased  Credit
Limit Fee Percent and the Credit Limit Increase.

      1.46 "Increased Credit Limit Fee Percent" - 1.75%.

      1.47 "Ineligible Account" - An Account which:

      1.47.1 Is disputed by the Payor or Account Debtor obligated thereon;

            1.47.2 Is owed by a Cross Aged Account Debtor;

            1.47.3 Is a portion of Accounts due from an Account  Debtor which is
in excess of 25% percent of Client's  aggregate dollar amount of all outstanding
Accounts;


                                       4
<PAGE>

            1.47.4  Is  not  acceptable  to  Meridian  in  the  exercise  of its
reasonable credit or business judgment;

            1.47.5 Is not bona fide obligation  created by the sale and delivery
of goods or the  rendition  of  services  in the  ordinary  course  of  Client's
business; or

            1.47.6 Remains unpaid beyond the Breach Date.

      1.48 "Invoice" - The Record that  evidences an Account.  Where the context
so requires,  reference to an Invoice shall be deemed to refer to the Account to
which it relates.

      1.49 "Invoice Date" - The date of an Invoice.

      1.50 "Lock Box  Agreement" - An agreement  among Client,  Meridian and the
Governmental  Lock Box Bank wherein (i) the Governmental Lock Box Bank agrees to
sweep all deposits to Lock Box Account  (whether or not represented by collected
funds) into a deposit  account  identified in said  Agreement  which is owned by
Meridian,  (ii) the Client is permitted to revoke such sweep  instructions  upon
written instructions from Client to the Governmental Lock Box Bank predicated on
Client  notifying  Meridian of Client's  intent to revoke said  instructions  no
later than two weeks prior to sending instructions to Governmental Lock Box Bank
and (iii) the Governmental  Lock Box Bank agrees to immediately  notify Meridian
in writing upon receipt of such instructions.

      1.51 "Meridian" - See Preamble.

      1.52 "Minimum Current Ratio" - 0.9:1.0.

      1.53 "Minimum EBITDA" - $1.00.

      1.54 "Minimum Monthly Fee" - $2,000.00.

      1.55 "Minimum Overadvance Fee" - $500.00.

      1.56  "Misdirected  Payment  Fee" - 15% of the amount of any payment on an
Account where said payment has been received by Client and not delivered in kind
by Client to Meridian or the  Governmental  Lock Box, as the case may be,  other
than through  inadvertence,  within three Business Days of receipt thereof,  and
18% per annum thereafter on said amount, computed from the end of said three day
period to the date of payment by Client to Meridian.

      1.57  "Monitoring  Fee" - The product of the Monitoring Fee Percentage and
the Credit Limit.

      1.58 "Monitoring Fee Percentage" - 0.06%.

      1.59 "Obligations" - All present and future obligations owing by Client to
Meridian  whether or not for the payment of money,  whether  direct or indirect,
absolute or contingent, whether arising before, during or after the commencement
of any case under the United States Bankruptcy Code in which Client is a debtor.


                                       5
<PAGE>

      1.60  "Origination  Fee" - The product of the Origination Fee Rate and the
Credit Limit.

      1.61 "Origination Fee Rate" - 1.75%.

      1.62  "Overadvance" - The amount, if any, by which the Obligations  exceed
the Borrowing Base.

      1.63  "Overadvance  Fee" - The  Overadvance  Fee  Rate  multiplied  by the
Overadvance,  plus the Minimum  Overadvance Fee. The Overadvance Fee in any week
shall be no less than the Minimum Overadvance Fee.

      1.64 "Overadvance Fee Rate" - 1%.

      1.65 "Payor" - An Account Debtor or other obligor on an Account, or entity
making payment thereon for the account of such party.

      1.66 "Protected  Health  Information" - Has the meaning given to such term
in 45 CFR Section 164.501 including any information, whether oral or recorded in
any form or medium:  (i) that relates to the past, present or future physical or
mental  condition  of  an  individual;  the  provision  of  health  care  to  an
individual;  or the past,  present or future payment for the provision of health
care to an individual;  and (ii) that  identifies the individual or with respect
to which there is a reasonable basis to believe that the information can be used
to identify the individual.

      1.67 "Renewal Fee" - 1.75% of the Credit Limit.

      1.68  "Schedule  of Accounts" - A form  supplied by Meridian  from time to
time  wherein  Client lists such of its  Accounts as it requests  that  Meridian
accept as collateral under the terms of this Agreement.

      1.69 "Service Date" - The date on which services are rendered.

      1.70 "Submission" - See Section 2.1.

      1.71 "Stand-alone EBITDA" - the Client's EBITDA less any expenses incurred
by Client for services rendered in exchange for common stock/options.

      1.72 "Term" - Three years.

      1.73 "Termination  Date" - the earlier of (i) the end of the next maturing
Term,  unless this Agreement is extended in accordance  with its terms,  or (ii)
the date on which Meridian  elects to terminate  this Agreement  pursuant to the
terms herein.

      1.74 "UCC" - The Uniform  Commercial  Code in effect in  California at the
date on which a determination thereunder is to be made.


                                       6
<PAGE>

2. Credit Facilities.

      2.1 On the 1st  Business  Day of each  week  Client  shall  electronically
transmit to Meridian a record of all of its Accounts  created and not previously
transmitted to Meridian (a "Submission").

      2.2 Meridian shall determine in its sole discretion, which of the Accounts
included in a Submission are Eligible Accounts.

      2.3  Meridian  shall  prepare  and  transmit  to Client a  Borrowing  Base
Certificate  in the form of Exhibit 2.3 hereto,  reflecting  the addition of the
new Eligible  Accounts  and all other  transactions  which affect the  Borrowing
Base. At the request of Client in the form of Exhibit 2.3 hereto, and subject to
Client's availability under the Borrowing Base Certificate, Meridian shall, from
time to time,  at the  request  of Client,  make  advances  to Client,  less any
Availability   Reserves,  so  long  as,  before  and  after  such  advance,  the
Obligations do not exceed the Allowable Amount.

      2.4  Meridian  shall not make any  advance to Client  that would cause the
total of all advances made to Client in any week to exceed Average Collections.

      2.5  Notwithstanding  anything to the contrary  contained  herein,  Lender
shall not be obligated to make an advance  hereunder to the extent that,  before
or as a result thereof, the Obligations shall exceed the Allowable Amount.

3. Payments by Client.

      3.1  Place of  Payments.  Client  hereunder  shall  make all  payments  to
Meridian at the address of Meridian set forth herein,  or at such other place as
Meridian may designate in writing; provided,  however, that Client may also send
payments to Meridian by wire transfers or ACH debits.

      3.2 ACH Debits.  In order to satisfy any of the  Obligations,  Meridian is
hereby authorized by Client to initiate electronic debit entries through the ACH
or other  electronic  payment  system to any account  maintained  by Client.  At
Meridian's   request,   Client   shall   execute  and  deliver  to  Meridian  an
authorization agreement for ACH debits.

4. Clearance Days. For all purposes under this Agreement, Clearance Days will be
added to the date on which Meridian receives any payment.

5. Fees. Client shall pay to Meridian:

      5.1 Aged Receivable  Fee. The Aged Receivable Fee on the unpaid  Estimated
Net Receivable Value of each Eligible Account at the end of each Aged Receivable
Fee Period until the earlier of (a) the date such Eligible Account is Closed, or
(b) the Breach Date, computed from the Aged Receivable Fee Commencement Date.

      5.2 Data  Interface Set Up Fee. The unpaid  portion of any Data  Interface
Set Up Fee,  immediately  upon  Client's  receipt of the proceeds of the initial
Advance hereunder.


                                       7
<PAGE>

      5.3 Default  Waiver Fee. The Default  Waiver Fee to Meridian,  immediately
upon the waiver by  Meridian of any Event of Default  hereunder,  so long as the
waiver was done at the Client's request.

      5.4 Early Termination Fee. The Early Termination Fee, immediately upon the
occurrence of an Early Termination Event.

      5.5 Financing  Fee. The  Financing Fee every seven days  commencing on the
Assignment Date, and on the day an Eligible Account is Closed.

      5.6  Increased   Credit  Limit  Fee.  The  Increased   Credit  Limit  Fee,
immediately upon granting by Meridian of Client's request for an increase in the
Credit Limit.

      5.7 Minimum Monthly Fee. Any amount by which the sum of the Monitoring Fee
and the Financing Fee earned in any month  (prorated for partial months) is less
than the Minimum Monthly Fee, on the first day of the following month.

      5.8 Misdirected  Payment Fee. The Misdirected Payment Fee immediately upon
its accrual.

      5.9 Missing  Document  Fee.  $500.00 per day for every day that Client has
failed to deliver to Meridian the documents required in Section 8.10.

      5.10 Monitoring Fee. The Monitoring Fee, every seven days from the initial
Assignment  Date to the last to occur  of (a) the  Termination  Date or an Early
Termination Event, and (b) payment in full of the Obligations.

      5.11 Overadvance Fee. The Overadvance Fee, payable as to any week in which
an  Overadvance  occurs,  and payable on the first Business Day of the following
week.

      5.12  Origination  Fee. The Origination Fee, which shall be payable out of
any sums due from Meridian to Client hereunder.

      5.13 Out-of-pocket  Expenses. The out-of-pocket expenses directly incurred
by Meridian in the  administration of this Agreement such as wire transfer fees,
postage, audit fees, and lockbox fees, on demand.

6. Grant of Security Interest.  To secure the payment and performance in full of
the  Obligations,  the Client  grants to  Meridian a  security  interest  in the
Collateral, and all proceeds and products thereof.

7. Authorization to Meridian.

      7.1 Client irrevocably  authorizes  Meridian to exercise any the following
powers until the Obligations  have been paid in full and this Agreement has been
terminated:


                                       8
<PAGE>

            7.1.1 Receive, take, endorse,  assign,  deliver, accept and deposit,
in the name of Meridian or Client, any and all cash,  checks,  commercial paper,
drafts,  remittances  and  other  instruments  and  documents  relating  to  the
Collateral or the proceeds thereof;

            7.1.2 Take or bring,  in the name of Meridian or Client,  all steps,
actions,  suits or  proceedings  deemed by Meridian  necessary  or  desirable to
effect   collection  of  or  other  realization  upon  the  Accounts  and  other
Collateral;

            7.1.3 Pay any sums  necessary to discharge  any lien or  encumbrance
which is senior to Meridian's  security  interest in the Collateral,  which sums
shall be included as Obligations hereunder and due on demand;

            7.1.4  Except  as  prohibited  by law,  notify  any  Payor  that the
underlying  Account has been assigned to Meridian and that payment thereof is to
be made only to  Meridian,  in the form of  Exhibit  7.1.4 or such other form as
Meridian may from time to time  reasonably  adopt as Meridian deems necessary to
insure that the recipient thereof will make payment to Meridian;

            7.1.5  Communicate  directly  with  Payors to verify  the amount and
validity of any Account created by Client;

            7.1.6 To file one or more financing statements and initial financing
statements describing the Collateral.  Client irrevocably authorizes Meridian to
sign Client's name on any security agreement, mortgage, assignment,  certificate
of title,  affidavit,  letter of authority,  or notice or other similar document
necessary to perfect or continue the perfection of Meridian's  security interest
in the Collateral.  Client shall make appropriate  entries in Client's books and
records disclosing Meridian's security interest in the Collateral.

            7.1.7 After an Event of Default:

                  (a) Change the address for delivery of mail to Meridian and to
receive and open mail addressed to Client,  provided that Meridian shall mail to
Client, at Client's expense,  all original documents and  correspondence,  other
than payments, that Meridian receives as a result of such change of address;

                  (b) Extend the time of payment  of,  compromise  or settle for
cash, credit, return of merchandise,  and upon any terms or conditions,  any and
all  Accounts  or other  Collateral  that  includes  a monetary  obligation  and
discharge or release any Account  Debtor or other obligor  (including  filing of
any public record  releasing any lien granted to Client by such account debtor),
without affecting any of the Obligations;

      7.2  Client  hereby  releases  and  exculpates  Meridian,   its  officers,
employees and designees,  from any liability  (other than liability for contract
damages,  if any) arising from any acts under this  Agreement or in  furtherance
thereof  whether of omission or commission,  and whether based upon any error of
judgment  or mistake  of law or fact,  except for  willful  misconduct  or gross
negligence.  In no event will  Meridian  have any  liability  to Client for lost
profits or other special or consequential damages.


                                       9
<PAGE>

      7.3  Meridian  may accept,  indorse and deposit any checks  tendered by an
Account  Debtor or other payor "in full  payment" of its  obligation  to Client.
Client  shall  not  assert  against   Meridian  any  claim  arising   therefrom,
irrespective   of  whether  such  action  by  Meridian   causes  an  accord  and
satisfaction of Client's claims, under ss.3-311 of the UCC or otherwise.

8. Covenants by Client.

      8.1 Client  shall not (i) merge or  consolidate  with any other  entity or
person,  or (ii)  purchase all or  substantially  all of the assets of any other
entity or person.

      8.2 After written notice by Meridian to Client, and automatically, without
notice,  after an Event of Default,  Client shall not (a) grant any extension of
time for payment of any of the  Accounts,  (b)  compromise  or settle any of the
Accounts for less than the full amount thereof,  (c) release in whole or in part
any Payor or (d) grant any credits, discounts,  allowances,  deductions,  return
authorizations or the like with respect to any of the Accounts.

      8.3 From time to time as  requested  by  Meridian,  at the sole expense of
Client, Meridian shall have access, during reasonable business hours if prior to
an Event of  Default  and at any  time on or after an Event of  Default,  to all
premises  where  Collateral  is located  for the  purposes  of  inspecting  (and
removing,  on or after ten days after the occurrence of an Event of Default) any
of the Collateral, including Client's books and records, and Client shall permit
Meridian  or its  designee  to make copies of such books and records or extracts
therefrom as Meridian may request. Without expense to Meridian, Meridian may use
any of Client's personnel,  equipment,  including computer equipment,  programs,
printed  output and  computer  readable  media,  supplies  and  premises for the
collection of Accounts and realization on other  Collateral as Meridian,  in its
sole discretion,  deems appropriate.  Client hereby  irrevocably  authorizes all
accountants  and third  parties to disclose  and deliver to Meridian at Client's
expense all financial  information,  books and records, work papers,  management
reports and other information in their possession relating to Client.

      8.4 Before  sending any Invoice to any Payor,  Client shall  instruct that
all payments on account thereof be made directly to:

            8.4.1  Meridian,  if the  Account  is not the  result of  healthcare
services  provided  pursuant to a program of the United States  Government which
requires that payments  thereunder be made only to the Governmental Lock Box, in
all other cases,

            8.4.2 The  Governmental  Lock Box,  by sending the form of Notice to
Payors of  Governmental  Receivables (or such other form as shall be selected by
Meridian) attached hereto as Exhibit 8.3.2.

      8.5  Client  shall pay when due all  payroll  and other  taxes,  and shall
provide  proof  thereof to Meridian in such form as  Meridian  shall  reasonably
require.

      8.6 Client  shall not  create,  incur,  assume or permit to exist any lien
upon or with  respect  to any  Collateral  now owned or  hereafter  acquired  by
Client. At the request of Client,  Meridian shall enter into an agreement in the
form of Exhibit 8.5 hereto  consenting to the creation of a security interest in
any  Collateral  that is  Equipment  or  Inventory,  so long as Client is not in
default hereunder at the time of such request.


                                       10
<PAGE>

      8.7 Notwithstanding  that Client has agreed to pay the Misdirected Payment
Fee to Meridian,  Client shall  deliver any proceeds of any Account  received by
Client within three Business Days of receipt thereof.

      8.8 At all times  during the term of this  Agreement,  Client shall comply
with  all  applicable  provisions  of  HIPAA  and  the  regulations  promulgated
thereunder.

      8.9 In the event that the  Client  becomes  subject  to any  debtor-relief
proceeding,  the Client  shall not take any position  contrary to Meridian  with
respect to a proposed plan of reorganization or liquidation  submitted or agreed
upon by Meridian in connection therewith.

      8.10 Client will deliver to Meridian the following:

            8.10.1 Within  thirty days after the end of each calendar  month and
sixty days after the end of each fiscal year, Client's financial  statements for
such  period and for that  portion of its fiscal  year  through  the end of such
period  including  Client's  statement of profit and loss, and balance sheet and
PracticeXpert,  Inc.'s  statement  of  operating  cash flow,  all in  reasonable
detail,  and within  forty-five days after the end of Client's fiscal  quarters,
Client's quarterly  consolidated  financial  statements  reviewed by a Certified
Public Accountant and Client's trial balance.

            8.10.2  Within four months  after the end of Client's  fiscal  year,
PracticeXpert,  Inc.'s annual audited consolidated financial statements for such
year.

            8.10.3 Within two Business Days following their submission or filing
to the  appropriate  Payor  intermediary,  a copy of all interim and annual cost
reports prepared by Client.

            8.10.4  Contemporaneously  with the delivery of a  Submission  under
Section 2.1 hereof,  a monthly  aging based on Invoice  Date,  for all  Accounts
together with reconciliations to the Client's balance sheet.

            8.10.5  Reconciliations of all collections  received with respect to
all such Accounts within five days after the end of each month.

            8.10.6 A monthly  aging of all  accounts  payable of Client  aged by
date of invoice or such other date as may be acceptable to Meridian.

            8.10.7 Tax Returns. Copies of each of Client's:

                  (a) Federal income tax returns,  and any  amendments  thereto,
within ten days of the filing thereof with the Internal Revenue Service; and

                  (b) Federal  payroll  tax  returns  within ten days of filing,
together with proof, satisfactory to Meridian, which all taxes have been paid.


                                       11
<PAGE>

            8.10.8 Such other information  concerning the Client or the Client's
contract  billing  and  collection  company  as  Meridian  may from time to time
reasonably request including Medicare cost reports and audits.

            8.10.9 Within twenty days after the end of each month, copies of all
bank statements of Client for the prior month.

            8.10.10 Any correspondence,  which shall include, but not be limited
to,  facsimiles,  e-mail,  overnight  delivery (e.g.  Federal  Express) and mail
delivered by the U.S. Postal  Service,  received from Payors,  immediately  upon
receipt. After an Event of Default, any correspondence  delivered to Client in a
closed envelope shall be delivered to Meridian unopened. Failure to comply shall
result  in a fee of  $20.00  for each item of  correspondence.

            8.10.11  Written  notification  of the  occurrence  of any  Event of
Default, promptly upon the occurrence thereof;

            8.10.12 Promptly upon receipt, copies of any letters,  complaints or
other  documents  from  HHS  to  Client   regarding  any  allegations  of  HIPAA
violations.

      8.11 The proceeds  received by Client from the Agreement  will be used for
legal  business and  commercial  purposes of the Client and the execution of the
Agreement  is made in good  faith by the  Client and  without  actual  intent to
hinder, delay, or defraud present or future creditors of the Client.

      8.12  Client  shall  deliver to  Meridian  any  instrument  necessary  for
Meridian to obtain  records  from any  service  bureau  maintaining  records for
Client.  Client  shall not re-date any Eligible  Account from the original  date
thereof or make any claims for reimbursement  beyond those customary in Client's
industry, or otherwise extend or modify the terms thereof.

      8.13  Client  shall not make any  payments to any  entities  which are its
Affiliates, other than payments to PracticeXpert, Inc.

      8.14 Client will cooperate with Meridian in obtaining control with respect
Collateral  consisting of: (a) deposit accounts;  (b) investment  property;  (c)
letter-of-credit  rights;  and (d)  electronic  chattel  paper.  Client will not
create  any  chattel  paper  without  placing  a  legend  on the  chattel  paper
acceptable to Meridian  indicating that Meridian has a security  interest in the
chattel paper.

      8.15 Client will,  when  requested  by  Meridian,  execute any document or
instrument or do any other thing necessary to effectuate more fully the purposes
and provisions of this Agreement.

      8.16 On the  earlier of (a) thirty (30)  calendar  days after a request by
Meridian or (b) seven (7) calendar days after an Event of Default,  Client shall
appoint a healthcare management consultant  satisfactory to Meridian at Client's
expense, to assist in the operation of the Client's facilities.


                                       12
<PAGE>

      8.17 Financial Covenants.

            8.17.1  Client's  Current  Ratio  shall not be less than the Minimum
Current  Ratio as of the end of and as a result  of the  operations  during  any
month.

            8.17.2  Client's  EBITDA shall be at least the Minimum  EBITDA as of
the end of and as a result of the operations during any quarter.

            8.17.3 Client's average monthly Stand-alone EBITDA shall be at least
$10,000 per month during the three month period  immediately  preceding the date
of measurement.

            8.17.4  Client  shall have an excess of gross profit over the sum of
selling and marketing expenses, general and administrative expenses and interest
from continuing operations, excluding any nonrecurring charges.

            8.17.5 Client shall give Meridian the same notice of any meetings of
the client's  Board of Directors  or similar  governing  body as it gives to any
other  attendees,  and shall  permit  Meridian  to attend  such  meetings  as an
observer.

9. Account Disputes.  Client shall notify Meridian promptly of and, if requested
by Meridian,  will settle all disputes  concerning any Eligible Account,  or the
return  of any  goods to the Payor for any  reason,  at  Client's  sole cost and
expense. Meridian may, but is not required to, attempt to settle, compromise, or
litigate (any such action, to "Resolve") the dispute upon such terms as Meridian
in its sole discretion  deems  advisable,  for Client's  account and risk and at
Client's sole expense.

10. Representations and Warranties. Client represents and warrants that:

      10.1  Corporation.  If the Client is a corporation,  it is duly organized,
validly  existing,  and in good  standing  under  the  laws of the  state of its
incorporation,  is qualified to do business as a foreign corporation, is in good
standing  under the laws of each state where the Client is doing  business,  has
all  requisite  power and  authority  necessary  to carry on its business as now
being conducted, and to enter into and perform under the terms of the Agreement,
all exhibits thereto, and all related documents.

      10.2 Validity of Documents.  The execution,  delivery,  and performance by
the  Client of this  Agreement  and any  related  documents  and any  additional
documents  required by Meridian  have been duly  authorized  by all  appropriate
action on behalf of the Client.  When executed and delivered by the Client, this
Agreement  and such  related  documents  will be the  legal,  valid and  binding
obligations  of the Client,  enforceable  against the Client in accordance  with
their  respective  terms,  except  for  the  effect  thereon  of any  applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
the rights of creditors  generally,  and general principles of equity.  Upon the
filing  of  the  applicable   financing   statement(s)  and/or  any  release  or
termination of any financing statement(s) in the appropriate  jurisdiction(s) in
connection with the Agreement,  all right,  title and interest in the Collateral
that may be perfected by filing will be perfected.


                                       13
<PAGE>

      10.3  Authenticity  of  Documents.   All  information,   receivable  data,
documents,  and data interface  including,  without limitation,  all information
included in documents and data  interface  pertaining to its Accounts  which has
been provided by Client to Meridian and all  information in any  application for
this  Agreement is authentic and accurate in all material  respects.  Subject to
compliance  with  any  HIPAA  requirements,  the  Client  further  warrants  and
represents that Client or its agents may disclose information concerning medical
services rendered to the patient who is the subject of any Eligible Account.

      10.4  Authority to Execute  Documents.  The  execution and delivery by the
Client of this Agreement and any related  documents do not, and the  performance
by the Client of this Agreement will not, violate or conflict with:

            10.4.1 Any agreement to which Client is a party;

            10.4.2 The Articles or Certificate of  Incorporation  and By-laws of
the Client;

            10.4.3 Any law,  regulation,  order, writ, judgment or decree of any
court or governmental  agency to which the Client,  which  violation,  conflict,
breach or default would have a materially adverse effect on the Client.

      10.5 Client Has Legal  Authority to Conduct  Business.  The Client has all
material  permits,  licenses,  accreditation,  certifications,   authorizations,
approvals,  consents,  and  agreements  of all  Payors,  governmental  agencies,
instrumentalities,  accreditation agencies and any other person(s), necessary or
required for the Client (where the failure to have one or more of any such items
would  materially  impair the  Client's  ability)  to own the assets that it now
owns, to carry on its business as now conducted, to execute, deliver and perform
its obligations hereunder, and to receive payments on Eligible Accounts from the
applicable  obligors  thereon.  The  Client  has not been  notified  by any such
obligor, governmental agency, instrumentality, accreditation agency or any other
person during the  twenty-four  month period  immediately  preceding the date of
this  Agreement,  that such person has  rescinded or not renewed,  or intends to
rescind  or  not  renew,  any  such  material  permit,  license,  accreditation,
certification,  authorization,  approval,  consent or agreement granted by it to
the Client or to which it and the Client are parties.

      10.6 No Special Authority  Required.  No authorization,  approval or other
action  by,  and no notice to or filing  with,  any  governmental  authority  or
regulatory body is required for the due execution,  delivery, and performance by
the  Client  of  this  Agreement  or any  other  document  or  instrument  to be
delivered.

      10.7 No Lawsuits Pending. There are no actions, suits, investigations,  or
proceedings   pending  or  threatened  against  the  Client  before  any  court,
government  agency,  or other tribunal,  which,  if determined  adversely to the
Client,  could  materially and adversely  affect the Client's ability to perform
its obligations  pertaining to this  Agreement,  and the Client is not currently
subject to, and has no intention of  commencing,  any  bankruptcy  or insolvency
proceeding.

      10.8  Disclosure of Protected  Health  Information.  Client shall disclose
Protected  Health  Information in accordance  with the HIPAA Business  Associate
Addendum in the form attached hereto as Exhibit 10.8.


                                       14
<PAGE>

      10.9  Compliance  with Laws.  The Client is in  compliance  with all laws,
rules,  regulations,   orders,  decrees,  and  directions  of  any  governmental
authority applicable to the Eligible Accounts or any contracts relating thereto,
a violation of which would or could  materially  and adversely  affect  Client's
ability to carry out its  obligations  hereunder.  Such laws include but are not
limited to HIPAA and the regulations promulgated thereunder.

      10.10 Pension and Profit  Sharing  Plans.  The pension and profit  sharing
plans,  if any,  of the  Client  (and  its  subsidiaries,  if  any)  are in full
compliance with all applicable  state and federal laws and regulations and fully
funded in accordance with the  obligations of the Client (and its  subsidiaries,
if any) thereunder.

      10.11  No  Existing  Disputes.  There  is no  event  that  materially  and
adversely  affects  Client's  operations  including  its  ability to perform its
obligations hereunder and the transactions contemplated by the Agreement.  There
is no default in the  performance  or  observance  of any  contract,  indenture,
mortgage,  loan  agreement,  lease, or other material  instrument,  to which the
Client is a party or by which it or any of its properties is bound, involving an
amount in  controversy  in excess of $5,000;  however,  the Client  shall not be
considered in default hereunder if the validity of any claim in controversy,  or
the amount thereof,  is being contested in good faith by appropriate  actions or
proceedings  and there is no  material  interference  with the  business  of the
Client or collection of its Accounts caused by the  continuation of such actions
or proceedings.

      10.12  No  Injunctions,  Restraining  Orders  or  Disputes.  There  is  no
injunction, writ, restraining order, or other order of any nature materially and
adversely  affecting the Client's  performance of its obligations  hereunder and
the transactions contemplated by the Agreement.

      10.13 Accuracy of Client Name. The true and complete name of the Client is
set forth at the beginning of the  Agreement  and on the signature  pages hereof
and is the same name registered with the Secretary of the State of incorporation
or  organization.  Such name has not been changed in the last four  months,  and
during  such  period the Client  did not use,  nor does the Client now use,  any
trade names, fictitious names, assumed names or "doing business as" names except
as disclosed in a separate schedule to the Agreement.

      10.14 Valid Provider  Identifications.  The Client holds current and valid
Provider  Numbers  authorizing it to render  Medicare and Medicaid  services and
will advise  Meridian,  in writing as to all such  existing  and future  numbers
promptly upon their issuance.  The Client has exclusive use of such numbers, and
the  licenses  necessary  to receive  payment  from the  applicable  obligors on
Eligible Accounts. The Client has not allowed,  permitted,  authorized or caused
any person, other than the Client, to use such numbers.

      10.15 Client is Solvent. The Client is solvent and, after giving effect to
the transactions  contemplated by the Agreement,  will not become insolvent. The
Client is able to pay its  debts as they  become  due and  payable,  and,  after
giving effect to the  transactions  contemplated  by this  Agreement,  will have
adequate capital to conduct its business.

      10.16 With respect to Eligible Accounts:

            10.16.1 They will be at the time of submission to Meridian:


                                       15
<PAGE>

                  (a) Bona fide  existing  obligations  created  by the sale and
delivery  of goods or the  rendition  of  services  in the  ordinary  course  of
Client's business;

                  (b) Unconditionally  owed and will be paid to Meridian (except
as prohibited by law) without defenses,  disputes,  offsets,  counterclaims,  or
rights of return or cancellation.

                  (c) Not sales to any entity that is affiliated  with Client or
in any way not an "arms length" transaction.

            10.16.2 Fees for services which are subject to  limitations  imposed
by workers'  compensation  regulations or by contracts for  reimbursement do not
exceed the limitations  imposed there under,  and each for which the fees are so
restricted  has been  clearly  identified  to Meridian as being  subject to such
restriction.

            10.16.3 Upon  Meridian's  request,  Client shall deliver to Meridian
any instrument  necessary for Meridian to obtain records from any service bureau
maintaining records for Client.

            10.16.4  Client  shall not  change the date from the  original  date
thereof or make any claims for reimbursement  beyond those customary in Client's
industry, or otherwise extend or otherwise modify the terms thereof.

            10.16.5  Client  has not  received  notice or  otherwise  learned of
actual  or  imminent  bankruptcy,  insolvency,  or  material  impairment  of the
financial condition of any Account Debtor regarding Eligible Accounts.

      10.17 Tax Returns.  The Client has filed (or has obtained  extensions  for
filing) all returns for all federal, state and local taxes, including income and
payroll  taxes,  on a timely  basis or has an agreement  of  settlement  with an
approved payment plan with the relevant agency.

      10.18  Appropriate  Collection of Accounts.  All documents and  agreements
relating to an Account and any  pre-audit  worksheets  relating to such  Account
have been  delivered to Meridian and such  documents are true and correct in all
material  respects.  The Client has timely and  properly  billed the  applicable
Payor and the Client has  delivered  or caused to be delivered to such Payor all
required   supporting  claim  documents  with  respect  thereto   including  all
documentation  required by the  applicable  Payor(s) for payment on the Account,
and the statutory  period for issuing an  explanation  of benefits in connection
therewith has not expired.  All information set forth in the bill and supporting
claim  documents  submitted  to a Payor  with  respect  to an  Account  is true,
complete,  and correct in all material respects,  and, if additional information
is requested by such Payor in  connection  therewith,  the Client will  promptly
provide the same and will rebill such Account, if necessary.

      10.19 Financial Information is Accurate.  The representations,  warranties
and  statements  made  by the  Client  in  the  Agreement  and in any  financial
information with respect to the Client delivered to Meridian including,  without
limitation,  any description of the Accounts, remain true and correct and do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein not misleading.


                                       16
<PAGE>

      10.20 Capitalization.  The capitalization of the Client is as set forth in
Exhibit 10.20.

      10.21 Invoice Date. No Invoice Date will be more than thirty days from the
date on which the services reflected in the Invoice were rendered.

11. Avoidance Claims.

      11.1 Client  shall  indemnify  Meridian  from any loss  arising out of the
assertion of any Avoidance  Claim and shall pay to Meridian on demand the amount
thereof.

      11.2 Client shall notify  Meridian within two Business Days of it becoming
aware of the assertion of an Avoidance Claim.

      11.3 This provision shall survive termination of this Agreement.

12. Default.

      12.1 Events of Default.  Each of the following  events will  constitute an
Event of Default hereunder:

            12.1.1 Client  defaults in the payment of any  Obligations or in the
performance  of  provision  hereof or of any other  agreement  now or  hereafter
entered into with Meridian;

            12.1.2 Any warranty or  representation  made by Client herein proves
to be false in any way, howsoever minor;

            12.1.3 The Obligations are in excess of the Allowable Amount;

            12.1.4 Client or any Guarantor  becomes  insolvent or the subject of
any debtor-relief proceedings;

            12.1.5 Any Guarantor  fails to perform or observe any obligations to
Meridian or shall notify Meridian of its intention to rescind, modify, terminate
or revoke any guaranty of the  Obligations,  or any such guaranty shall cease to
be in full force and effect for any reason whatever;

            12.1.6 Meridian for any reason, in good faith, deems itself insecure
with respect to the prospect of repayment  or  performance  of the  Obligations,
which reason shall be provided to Client in writing;

            12.1.7  Any  levy of  attachment,  execution,  tax  lien or  similar
process shall be issued  against Client with respect to the Collateral and shall
not have been released or stayed within five days thereof; and

            12.1.8  Failure to timely comply with any Notice of Required  Action
issued by HHS to Client.


                                       17
<PAGE>

      12.2 Waiver of Notice.  MERIDIAN'S FAILURE TO CHARGE OR ACCRUE INTEREST OR
FEES AT ANY  "DEFAULT"  OR "PAST  DUE"  RATE  SHALL  NOT BE  DEEMED A WAIVER  BY
MERIDIAN OF ITS CLAIM THERETO.

      12.3  Effect of  Default.  Ten days after the  occurrence  of any Event of
Default and Meridian sending notice thereof to Client, in addition to any rights
Meridian has under this Agreement or applicable law:

            12.3.1 Meridian may immediately  terminate this Agreement,  at which
time all Obligations shall become immediately due and payable without notice.

            12.3.2 All  Obligations  shall  accrue  interest at the Default Rate
commencing from the date of first occurrence of such Event of Default.

            12.3.3  Meridian  shall  have the  option  to  engage a  consulting,
turnaround or similar firm (a) to conduct an  operational  assessment of Client,
in form and substance satisfactory to Meridian in its sole discretion and/or (b)
to take day-to-day operational and administrative control of the business of the
Client. If Meridian  exercises its option to engage a consulting,  turnaround or
similar firm,  Meridian shall submit the names of at least two (2) such firms to
the board of directors of Client for approval.  The board of directors of Client
shall  approve  the  engagement  of at least  one (1) of the firms  proposed  by
Meridian  within five (5) Business Days of Meridian  providing the names of such
firms to  Client.  Client  shall  (a) bear all fees,  costs  and other  expenses
associated  with such services and (b) cooperate  with such firm in carrying out
such services.

13. Account  Stated.  Meridian shall render to Client a statement  setting forth
the transactions  arising hereunder.  Each statement shall be considered correct
and binding upon Client as an account stated, except to the extent that Meridian
receives, within sixty days after the mailing of such statement,  written notice
from Client of any specific exceptions by Client to that statement,  and then it
shall be binding against Client as to any items to which it has not objected.

14. Waiver. No failure to exercise and no delay in exercising any right,  power,
or remedy hereunder shall impair any right,  power, or remedy which Meridian may
have,  nor  shall  any such  delay be  construed  to be a waiver  of any of such
rights,  powers,  or  remedies,  or any  acquiescence  in any  breach or default
hereunder;  nor shall any waiver by  Meridian of any breach or default by Client
hereunder  be deemed a waiver of any default or breach  subsequently  occurring.
All rights and remedies granted to Meridian hereunder shall remain in full force
and  effect   notwithstanding   any  single  or  partial  exercise  of,  or  any
discontinuance of action begun to enforce,  any such right or remedy. The rights
and remedies  specified herein are cumulative and not exclusive of each other or
of any rights or  remedies  that  Meridian  would  otherwise  have.  Any waiver,
permit,  consent or approval by Meridian of any breach or default hereunder must
be in  writing  and  shall be  effective  only to the  extent  set forth in such
writing and only as to that specific instance.

15. Termination; Effective Date.

      15.1 This Agreement shall become effective upon the execution and delivery
hereof by Client and  Meridian  and shall  continue in full force and effect for
the Term.


                                       18
<PAGE>

      15.2 Upon the  Termination  Date,  the unpaid  balance of the  Obligations
shall be due and payable without demand or notice.

      15.3 Exposed Payments.

            15.3.1  Upon  termination  of this  Agreement  Client  shall  pay to
Meridian  (or Meridian may  retain),  to hold in a  non-segregated  non-interest
bearing account the amount of all Exposed Payments (the "Preference Reserve").

            15.3.2 Meridian may charge the Preference Reserve with the amount of
any Exposed Payments that Meridian pays to the bankruptcy  estate of the Account
Debtor or Payor that made the Exposed  Payment,  on account of a claim  asserted
under Section 547 of the Bankruptcy Code.

            15.3.3  Meridian  shall  refund  to  Client  from  time to time that
balance of the  Preference  Reserve for which a claim  under  Section 547 of the
Bankruptcy  Code can no longer be asserted  due to the passage of the statute of
limitations, settlement with the bankruptcy estate of the Payor or otherwise.

16. Amendment.  Neither this Agreement nor any provisions hereof may be changed,
waived, discharged or terminated,  nor may any consent to the departure from the
terms hereof be given, orally (even if supported by new consideration), but only
by an instrument in writing signed by all parties to this Agreement.  Any waiver
or consent so given shall be effective only in the specific instance and for the
specific purpose for which given.

17. No Lien Termination  Without Release.  In recognition of Meridian's right to
have its  attorneys'  fees and other expenses  incurred in connection  with this
Agreement  secured  by the  Collateral,  notwithstanding  payment in full of all
Obligations by Client, Meridian shall not be required to record any terminations
or satisfactions  of any of Meridian's liens on the Collateral  unless and until
Client and all  Guarantors  have  executed  and  delivered to Meridian a general
release in the form of  Exhibit  17A  hereto,  and  Meridian  has  executed  and
delivered to Client and all Guarantors a general  release in the form of Exhibit
17B hereto.  Client understands that this provision  constitutes a waiver of its
rights under ss. 9513 of the UCC.

18. Conflict.  Unless otherwise  expressly stated in any other agreement between
Meridian  and  Client,  if a conflict  exists  between  the  provisions  of this
Agreement and the  provisions of such other  agreement,  the  provisions of this
Agreement shall control.

19. Survival.  All  representations,  warranties and agreements herein contained
shall be effective so long as any portion of this Agreement remains executory.

20.  Severability.  In the event any one or more of the provisions  contained in
this Agreement is held to be invalid,  illegal or  unenforceable in any respect,
then such provision shall be ineffective  only to the extent of such prohibition
or invalidity,  and the validity,  legality, and enforceability of the remaining
provisions  contained  herein  shall  not in any  way be  affected  or  impaired
thereby.


                                       19
<PAGE>

21. Attorneys' Fees. Client shall pay Meridian its reasonable attorneys fees and
expenses  incurred  in the  administration  or  enforcement  of  this  Agreement
(whether  or not the result of  litigation).  It shall be  presumed  (subject to
rebuttal only by the  introduction  of competent  evidence to the contrary) that
the amount  recoverable is the amount billed to Meridian by its counsel and that
such amount will be reasonable if based on its counsel's customary billing rates
charged to  Meridian  by its  counsel in similar  matters.  For the  purposes of
Section 1717 of the California  Civil Code,  Meridian  shall be the  "prevailing
party" if it recovers any funds  whatsoever from Client,  whether by settlement,
judgment or otherwise.

22.  Entire  Agreement.  This  Agreement  supersedes  all other  agreements  and
understandings  between  the  parties,  verbal or  written,  express or implied,
relating to the subject matter hereof. No promises of any kind have been made by
Meridian  or any third  party to induce  Client to execute  this  Agreement.  No
course of dealing,  course of performance or trade usage, and no parole evidence
of any  nature,  shall  be  used to  supplement  or  modify  any  terms  of this
Agreement.

23. Choice of Law. This Agreement and all  transactions  contemplated  hereunder
and/or  evidenced  hereby shall be governed by, construed under, and enforced in
accordance  with the internal laws of the State of California  without regard to
its conflict of laws principles thereof.

24. Jury Trial Waiver.  IN  RECOGNITION  OF THE HIGHER COSTS AND DELAY WHICH MAY
RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER,  OR (B) IN
ANY WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT HERETO,  IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER  ARISING,  AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;  AND
EACH PARTY FURTHER  WAIVES ANY RIGHT TO  CONSOLIDATE  ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
OR HAS NOT BEEN WAIVED;  AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF
THIS  SECTION  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

25. Venue;  Jurisdiction.  The parties agree that any suit, action or proceeding
arising out of the subject matter hereof, or the interpretation,  performance or
breach of this  Agreement,  shall,  if Meridian so elects,  be instituted in the
United  States  District  Court for the Southern  District of  California or any
court of the  State of  California  located  in San Diego  (each an  "Acceptable
Forum"),  each party agrees that the Acceptable Forums are convenient to it, and
each party  irrevocably  submits to the  jurisdiction of the Acceptable  Forums,
irrevocably  agrees to be bound by any judgment  rendered  thereby in connection
with this Agreement,  and waives any and all objections to personal jurisdiction
or venue that it may have under the laws of the State of California or otherwise
in those courts in any such suit,  action or proceeding.  Should such proceeding
be initiated in any other forum, Client waives any right to oppose any motion or
application  made by Meridian as a consequence  of such  proceeding  having been
commenced in a forum other than an Acceptable Forum.


                                       20
<PAGE>

26. Notice.

      26.1 All notices required to be given to any party shall be in writing and
deemed  given upon the first to occur of (i)  deposit  thereof  in a  receptacle
under the control of the United  States  Postal  Service,  (ii)  transmittal  by
electronic  means to a receiver under the control of such party; or (iii) actual
receipt by such party or an officer or legal counsel of such party.

      26.2 All notices to Meridian  shall be deemed given upon actual receipt by
a responsible officer of Meridian.

      26.3  For the  purposes  hereof,  notices  hereunder  shall be sent to the
following  addresses,  or to such  other  addresses  as each  such  party may in
writing hereafter indicate:

                                     Client

Address:          10833 Washington Boulevard
                  Culver City, CA 90232
Officer:          Michael Manahan, Chief Financial Officer
Fax number:       310-815-3507

                                    Meridian

Address:          4320 La Jolla Village Drive, Suite 250
                  San Diego, CA 92122
Officer:          Ronald R. Pituch
Fax number:       858-200-2051


                                       21
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.


CLIENT:                             PRACTICEXPERT OF IDAHO, INC., formerly
                                    known as K. R. Johnson & Associates

                                    By:
                                        --------------------------------
                                    Name:  Michael Manahan
                                    Title: Chief Financial Officer


MERIDIAN:                           MERIDIAN COMMERCIAL HEALTHCARE FINANCE,
                                    LLC

                                    By:
                                        --------------------------------
                                    Name:  Ronald R. Pituch
                                    Title: Senior Vice President


                                       22
<PAGE>

                                   EXHIBIT 2.3

                           Borrowing Base Certificate


                                       23
<PAGE>

                                  EXHIBIT 2.11

                                 FUNDING REQUEST

  [Letterhead of PracticeXpert of Idaho, Inc., formerly known as K. R. Johnson
                                  & Associates]

Via Facsimile to 858-200-2051

Meridian Commercial Healthcare Finance, LLC
4320 La Jolla Village Drive, Suite 250
San Diego, California 92122
Attn: Ronald R. Pituch

      Re:   Funding Request Under Loan and Security Agreement

Ladies and Gentlemen:

      Please wire $________ to PracticeXpert of Idaho,  Inc.,  formerly known as
K. R. Johnson & Associates,  in accordance  with the wire transfer  instructions
set forth below:

      _______________________

      This request is supported by the attached  Borrowing Base  Certificate and
is made  under  Section  2.3  ("Credit  Facilities")  of that  certain  Loan and
Security Agreement between PracticeXpert of Idaho, Inc., formerly known as K. R.
Johnson & Associates,  and Meridian Commercial  Healthcare  Finance,  LLC, dated
_____________ (the "Loan and Security Agreement").

      All  representations  and  warranties  of Client set forth in the Loan and
Security Agreement are true, correct and complete in all material respects as of
the date hereof;  provided that those  representations and warranties  expressly
referring to another date shall be true,  correct and complete in all  materials
respect as of such date.

      Thank you.

                                    Sincerely,

                                    PracticeXpert of Idaho, Inc., formerly
                                    known as K. R. Johnson & Associates

                                    By: ________________________
                                    Name:_______________________
                                    Title:______________________


                                       24
<PAGE>

                                  EXHIBIT 7.1.4

                           [Notice to Account Debtors]

                                       Date: _________

[name and address of account debtor]

Re:   PracticeXpert of Idaho, Inc., formerly known as K. R. Johnson & Associates
      (the "Client")

Ladies and Gentlemen:

      We are pleased to advise that, to enable the Client to better  service its
customers, the Client has assigned its present and future accounts to us.

      To the  extent  that  you are now  indebted  or may in the  future  become
indebted to the Client on an account or a general intangible, payment thereof is
to be made payable to us and not to the Client or any other  entity.  Payment in
any other way will not discharge this obligation.

      The payments should be mailed to us at the following address:

      [Meridian Address where payments are to be sent]

      This letter may only be revoked by a writing signed by one of our officers
and acknowledged before a notary public.

      To assist us in applying  payments  please fax a copy of this letter to us
indicating your Federal Tax I.D. Number in this space: ______________.

      Thank you.

                                    Very truly yours,

                                    Meridian Commercial Healthcare Finance,
                                    LLC

                                    By: __________________________________
                                    Name:_________________________________
                                    Title:________________________________


                                       25
<PAGE>

                                  EXHIBIT 8.4.2

              FORM OF NOTICE TO PAYORS OF GOVERNMENTAL RECEIVABLES

  [Letterhead of PracticeXpert of Idaho, Inc., formerly known as K. R. Johnson
                                  & Associates]

                                      Date

[Name of individual at Government Payor Intermediary Office]
[Name and address of Government Payor Intermediary Office]

      Re:   Notice Of Change Of Address For Remittances  PracticeXpert of Idaho,
            Inc.,  formerly known as K. R. Johnson & Associates PROVIDER FEDERAL
            TAX ID NO. PROVIDER NO.]

Ladies and Gentlemen:

      Please be advised that in order to facilitate our cash management needs we
have opened a new bank account at *** and a post office box with respect to such
bank account. Accordingly, until further notice, we hereby request that:

      1. All wire transfers be made directly into our account at:

      PracticeXpert of Idaho, Inc., formerly known as K. R. Johnson &
      Associates
      [name of lock box bank]
      [address of lock box bank]
      ABA Number: ____________________
      Account Number: ________________
      Telephone Number: ______________

      2. All  Explanations  of Benefits,  remittance  advises and other forms of
payment, including checks, are to be made to our post office box located at:

      PracticeXpert of Idaho, Inc., formerly known as K. R. Johnson & Associates
      [lock box bank address]
      [account number]

      Please  continue  to direct any  questions  you may have  concerning  your
contracts and accounts with us to the undersigned.

      This change of address is intended to remain in effect  until  thirty days
after you acknowledge receipt of a written notice of change of address. In order
to avoid any erroneous  communication  any such change of address notice must be
executed by the President and countersigned by the Treasurer of our organization
along with a copy of a  resolution  adopted by a vote of our Board of  Directors
and  certified as true and correct by our corporate  Secretary.  Upon receipt of
any such change of address request notice please forward a copy of it along with
your  acknowledgment  copy to our  address  set forth in  paragraph  1 above for
confirmation by us of such direction.


                                       26
<PAGE>

      Please  acknowledge  and  return  a copy of this  letter  to us at our new
mailing address in the enclosed  envelope that has been provided to you for your
convenience. Thank you for your cooperation in the matter.

                                        Very truly yours,


                                        PracticeXpert of Idaho, Inc., formerly
                                        known as K. R. Johnson & Associates

                                        By:
                                            --------------------------
                                        Name: Michael Manahan
                                        Title:
                                               -----------------------


ACKNOWLEDGED BY PAYOR

By:
   ---------------------------
Name:
      ------------------------------
Title:
       -----------------------------
Date:
      ------------------------------


                                       27
<PAGE>

                                   EXHIBIT 8.6

                          CONSENT TO SECURITY INTEREST

      This AGREEMENT,  dated as of ________ among  PracticeXpert of Idaho, Inc.,
formerly  known as K. R. Johnson & Associates  (the  "Debtor"),  _________  (the
"Junior Creditor"), and Meridian Commercial Healthcare Finance, LLC (the "Senior
Creditor").

                                    RECITALS

      A. The  Debtor is or may  become  indebted  to the  Junior  Creditor  (the
"Junior Creditor Obligations").

      B. The Senior  Creditor  has a security  interest  in the Senior  Creditor
Collateral  securing the Debtor's  present and future  obligations to the Senior
Creditor (the "Senior Creditor Obligations").

      C. The Debtor has agreed with Senior  Creditor  that it will not  encumber
the Senior Creditor Collateral.

      D. The Junior  Creditor has requested  that the Debtor grant it a security
interest  in all or a portion of the Senior  Creditor  Collateral  (the  "Junior
Creditor Security Interest").

      E. The  Senior  Creditor  has  asserted  that the  above  request,  if not
consented  to by the Senior  Creditor  would  constitute  interference  with the
Senior Creditor's contractual relationships with the Debtor.

      F. The Parties are  executing  this  Agreement to set forth the consent of
Senior  Creditor to the Junior  Creditor  Security  Interest and the  conditions
thereto.

      NOW,  THEREFORE,  in  consideration  of the premises,  and intending to be
legally bound hereby, the Parties hereby agree as follows:

                                    AGREEMENT

1. Certain Definitions and Index to Definitions.

      1.1 Definitions.  The following terms shall have the following  respective
meanings:

            1.1.1 "Controlling State" - California.

            1.1.2 "Debtor" - see Preamble.

            1.1.3 "Junior Creditor" - see Preamble.

            1.1.4 "Junior Creditor Obligations" - see Recital A.

            1.1.5 "Junior Creditor Security Interest" - see Recital D.


                                       28
<PAGE>

            1.1.6 "Parties" - the Junior Creditor and the Senior Creditor.

            1.1.7 "Senior Creditor" - see Preamble.

            1.1.8  "Senior  Creditor  Collateral"  - all  Debtor's now owned and
hereafter  acquired  personal  property  and  fixtures,  and  proceeds  thereof,
including  without  limitation  Accounts,   Chattel  Paper,  Goods,   Inventory,
Equipment, Instruments, Investment Property, Documents, and General Intangibles.

            1.1.9 "Senior Creditor Obligations" - see Recital B.

      1.2 Other  Defined  Terms.  All terms used herein which are defined in the
Uniform  Commercial Code shall have the meanings given therein unless  otherwise
defined in this Agreement.

2.  Consent.  The  Senior  Creditor  consents  to the Junior  Creditor  Security
Interest.

3.  Covenants  of Junior  Creditor.  Junior  Creditor  covenants  and  agrees as
follows:

      3.1 Any security interest in the Senior Creditor Collateral granted to the
Senior  Creditor by the Debtor,  whether or not perfected,  and the  obligations
secured thereby,  are and shall remain senior to the Junior Creditor Obligations
and any security  interest in the Senior  Creditor  Collateral  now or hereafter
granted by the Debtor to the Junior Creditor.

      3.2 It will,  at the  request  of Senior  Creditor,  release  any lien and
security  interest it has on the Senior  Creditor  Collateral to facilitate  its
transfer or sale so long as the proceeds  thereof are applied against the Senior
Creditor Obligations and any excess is paid to the Junior Creditor to be applied
against the Junior Creditor Obligations.

      3.3 Standstill by Junior Creditor. The Junior Creditor shall have no right
to take any action with respect to the Senior  Creditor  Collateral,  whether by
judicial or  non-judicial  foreclosure,  notification  to the  Debtor's  account
debtors,  or otherwise,  unless and until all Senior Creditor  Obligations  have
been fully and indefensibly paid.

      3.4 Any proceeds of the Senior Creditor  Collateral,  or proceeds  thereof
(whether or not identifiable),  received by the Junior Creditor shall be paid to
the Senior Creditor on demand.

4. Effect of Bankruptcy.  This  Agreement  shall remain in full force and effect
notwithstanding  the  filing of a petition  for relief by or against  the Debtor
under the  Bankruptcy  Code and shall  apply  with full  force and  effect  with
respect to all Senior Creditor Collateral acquired by the Debtor, or obligations
incurred by the Debtor to the Junior  Creditor,  subsequent  to the date of said
Petition.

5. Waivers by Junior Creditor. The Junior Creditor irrevocably waives:

      5.1 Any right to compel  the  Senior  Creditor  to  marshal  assets of the
Debtor,  whether such rights arise under  California  Civil Code  ss.ss.2899 and
3433 or otherwise; and


                                       29
<PAGE>

      5.2 All  rights  under  Uniform  Commercial  Code  ss.ss.9-501  et.  seq.,
including  rights to notice,  rights to surplus funds and rights relating to the
commercially reasonable disposition of collateral.

6. Choice of Law. This  Agreement and all  transactions  contemplated  hereunder
and/or  evidenced  hereby shall be governed by, construed under, and enforced in
accordance with the internal laws of the Controlling State.

7. Amendment.  Neither this Agreement nor any provisions  hereof may be changed,
waived, discharged or terminated,  nor may any consent to the departure from the
terms hereof be given, orally (even if supported by new consideration), but only
by an instrument in writing signed by all parties to this Agreement.  Any waiver
or consent so given shall be effective only in the specific instance and for the
specific purpose for which given.

8. Term.  This Agreement  shall continue so long as both Parties have a security
interest in the Senior Creditor Collateral.

9. Attorneys Fees.

      9.1 In the event that either Party  retains  counsel to enforce its rights
hereunder, the prevailing party shall recover its attorneys' fees and expenses.

      9.2 Debtor  agrees to pay the  attorneys  fees and  expenses of counsel to
Senior  Creditor  incurred in the preparation and negotiation of this agreement,
which Senior Creditor  estimates to be $__________.  Debtor consents that Senior
Creditor may request  that Junior  Creditor  disburse  such fees and expenses to
counsel for Senior Creditor,  upon their demand, and debit Debtor's loan account
with Junior Creditor therefore.  Junior Creditor agrees that such demand will be
honored within thirty days of receipt.

10. Waiver.

      10.1 No delay or failure of either Party in exercising any right, power or
remedy under this  Agreement  shall affect or operate as a waiver or such right,
power or remedy,  nor shall any single or partial  exercise  of any such  right,
power or  remedy  preclude,  waive or  otherwise  affect  any  other or  further
exercise thereof or the exercise of any other right, power or remedy.

      10.2 Any waiver,  permit,  consent or approval of any kind by either Party
or any  breach or of default  under  this  Agreement  is  ineffective  unless in
writing and shall be effective only to the extent set forth in such writing.

11. Counterparts.  This Agreement may be executed in any number of counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first above written.


                                       30
<PAGE>


Debtor:                             PracticeXpert of Idaho, Inc., formerly
                                    known as K. R. Johnson & Associates

                                    By: __________________________________
                                    Name:_________________________________
                                    Title:________________________________


Junior Creditor:                    ______________________________________

                                    By: __________________________________
                                    Name:_________________________________
                                    Title:________________________________


Senior Creditor:                    Meridian Commercial Healthcare Finance,
                                    LLC

                                    By: __________________________________
                                    Name:_________________________________
                                    Title:________________________________


                                       31
<PAGE>

                                  EXHIBIT 10.8

                        HIPAA BUSINESS ASSOCIATE ADDENDUM

      This HIPAA Business  Associate  Addendum  ("Addendum")  supplements and is
made a part of the Loan and Security Agreement dated as of _______________, 2005
("Agreement") by and between  PracticeXpert of Idaho, Inc., formerly known as K.
R. Johnson & Associates  ("Covered Entity") and Meridian  Commercial  Healthcare
Finance, LLC ("Meridian" or "Business Associate"). This Addendum is effective as
of _______________, 2005 (the "Addendum Effective Date").

                                    RECITALS

      A.  Covered  Entity  wishes to disclose  certain  information  to Business
Associate pursuant to the terms of the Agreement,  some of which information may
constitute Protected Health Information ("PHI") as defined below.

      B. Covered Entity and Business Associate intend to protect the privacy and
provide  for  the  security  of  Protected  Information  disclosed  to  Business
Associate  pursuant to the  Agreement in  compliance  with the Health  Insurance
Portability and  Accountability  Act of 1996,  Public Law 104-191  ("HIPAA") and
regulations  promulgated there under by the U.S.  Department of Health and Human
Services (the "HIPAA Regulations") and other applicable laws.

      C. As part of the HIPAA  Regulations,  the Privacy  Rule  (defined  below)
requires that, prior to the disclosure of Protected Information on and after the
Addendum  Effective  Date,  Covered  Entity enter into a contract  with Business
Associate, containing specific requirements as set forth in, but not limited to,
Title 45, Sections  164.502(e) and 164.504(e) of the Code of Federal Regulations
("CFR") and as contained in this Addendum.

      In  consideration  of the mutual premises and the covenants and agreements
contained in this Addendum, the parties agree as follows:

                                    ADDENDUM

1. Definitions.

      1.1 "Business  Associate"  shall have the meaning given to such term under
the Privacy Rule,  including,  but not limited to, 45 CFR ss. 160.103, and shall
refer to Meridian.

      1.2 "Covered  Entity"  shall have the meaning given to such term under the
Privacy Rule, including,  but not limited to, 45 CFR ss. 160.103 and shall refer
to the entity or organization  named as "Covered  Entity" in the first paragraph
of this Addendum.

      1.3 "Individual"  shall have the same meaning as the term  "individual" in
45 CFR ss.  164.501  and shall  include a person  who  qualifies  as a  personal
representative in accordance with 45 CFR ss. 164.502(g).


                                       32
<PAGE>

      1.4  "Designated  Record  Set" shall have the  meaning  given to such term
under the Privacy Rule, including, but not limited to, 45 CFR ss. 164.501.

      1.5 "Privacy  Rule" shall mean the  Standards  of Privacy of  Individually
Identifiable Health Information codified at 45 CFR Parts 160 and 164, Subparts A
and E.

      1.6 "Protected  Health  Information" or "PHI" shall have the meaning given
to such term in 45 CFR ss. 164.501  including any  information,  whether oral or
recorded in any form or medium:  (i) that relates to the past, present or future
physical or mental  condition of an individual;  the provision of health care to
an  individual;  or the past,  present or future  payment for the  provision  of
health care to an  individual;  and (ii) that  identifies the individual or with
respect to which there is a reasonable basis to believe that the information can
be used to identify the individual.

      1.7 "Protected  Information"  shall mean PHI provided by Covered Entity to
Business  Associate  or created or  received by  Business  Associate  on Covered
Entity's behalf.

      1.8 "Required by Law" shall have the same meaning given to such term in 45
CFR Section 164.501.

2. Obligations of Business Associate.

      2.1 Permitted Uses. Business Associate shall not use Protected Information
except for the purpose of performing Business Associate's  obligations under the
Agreement and as permitted under the Agreement and Addendum.  Further,  Business
Associate  shall  not  use  Protected  Information  in  any  manner  that  would
constitute a violation of the Privacy Rule if so used by Covered Entity,  except
that Business Associate may use Protected  Information for Business  Associate's
proper management and administration or to carry out the legal  responsibilities
of Business Associate.

      2.2 Permitted Disclosures. Business Associate shall not disclose Protected
Information in any manner that would  constitute a violation of the Privacy Rule
if disclosed by Covered  Entity,  except that  Business  Associate  may disclose
Protected  Information  (i) for the  proper  management  and  administration  of
Business  Associate,  (ii) in a manner  permitted  pursuant to the Agreement and
Addendum,  or (ii) as Required by Law.  To the extent  that  Business  Associate
discloses  Protected  Information  to a third party and such  disclosure  is not
Required  by Law,  Business  Associate  must  obtain,  prior to making  any such
disclosure,  (i) reasonable assurances from such third party that such Protected
Information will remain  confidential as provided  pursuant to this Addendum and
only disclosed as Required by Law or for the specific  purposes for which it was
disclosed  to such third  party,  and (ii)  agreement  from such third  party to
immediately  notify Business  Associate of any breach of  confidentiality of the
Protected  Information,  to the extent it has obtained knowledge of such breach.
Except  as  otherwise  limited  in this  Addendum,  Business  Associate  may use
Protected  Information to provide data aggregation services to Covered Entity as
permitted under 45 C.F.R. ss.  164.504(e)(2)(i)(B)  and to report  violations of
law to appropriate federal and state authorities,  consistent with 45 C.F.R. ss.
164.502(j)(1).


                                       33
<PAGE>

      2.3 Appropriate Safeguards. Business Associate shall implement appropriate
safeguards  as are  necessary  to prevent  the use or  disclosure  of  Protected
Information otherwise than as permitted by this Addendum and the Agreement.

      2.4  Reporting of Improper Use or  Disclosure.  Business  Associate  shall
report to Covered  Entity any use or disclosure of Protected  Information  other
than as provided for by the Agreement and this Addendum within ten (10) business
days of Business Associate becoming aware of such use or disclosure.

      2.5 Business Associate's Agents.  Business Associate shall ensure that any
agents,  including  subcontractors,  to whom it provides  Protected  Information
agree to the same  restrictions  and conditions that apply through this Addendum
to Business Associate with respect to such information.

      2.6  Mitigation.  Business  Associate  agrees to  mitigate,  to the extent
practicable,  any harmful effect that is known to Business Associate of a use or
disclosure of Protected  Information  by Business  Associate in violation of the
requirements of this Addendum.

      2.7  Access  to  Protected  Information.  Business  Associate  shall  make
Protected  Information  maintained  by  Business  Associate  (or its  agents  or
subcontractors  on behalf of  Business  Associate)  in  Designated  Record  Sets
available to Covered  Entity for inspection and copying within ten (10) calendar
days of a written  request by Covered Entity to enable Covered Entity to fulfill
its disclosure  obligations under the Privacy Rule,  including,  but not limited
to, 45 CFR ss. 164.524. Copies of the Protected Information in Designated Record
Sets requested by Covered  Entity will be sent by Business  Associate to Covered
Entity by mail or overnight  courier,  at the expense of Covered Entity,  within
ten (10)  calendar  days after  Business  Associate  receives  Covered  Entity's
request.

      2.8  Amendment  of PHI.  Within  ten (10)  calendar  days of  receipt of a
written request from Covered Entity for an amendment of Protected Information or
a record about an individual  contained in a Designated Record Set maintained by
Business  Associate  (or its  agents or  subcontractors  on  behalf of  Business
Associate),  Business Associate shall make such Protected  Information available
to Covered  Entity for amendment and  incorporate  any such  amendment to enable
Covered Entity to fulfill its obligations under the Privacy Rule, including, but
not limited to, 45 CFR ss. 164.526.  If any individual  requests an amendment of
Protected  Information  directly  from  Business  Associate  or  its  agents  or
subcontractors,  Business Associate must notify Covered Entity in writing within
five  (5)  business  days  of  the  request.  All  action  and  decisions  on an
individual's  request  for  amendment  of  Protected  Information  or  a  record
contained in a Designated Record Set, including but not limited to any denial of
amendment of Protected  Information,  maintained  by Business  Associate (or its
agents  or  subcontractors  on  behalf  of  Business  Associate)  shall  be  the
responsibility  of Covered Entity and not of Business  Associate,  its agents or
subcontractors.

      2.9 Accounting Rights.  Within thirty (30) calendar days of written notice
by Covered  Entity of a request for an  accounting of  disclosures  of Protected
Information,  Business  Associate  and its agents or  subcontractors  shall make
available to Covered Entity the information  required to provide an accurate and
complete  accounting  of  disclosures  by  Business  Associate,  its  agents and
subcontractors  which, under 45 C.F.R ss. 164.528(a),  are subject to disclosure


                                       34
<PAGE>

accounting,  to enable  Covered  Entity to  fulfill  its  obligations  under the
Privacy  Rule,  including,  but not  limited  to, 45 CFR ss.  164.528.  Business
Associate agrees to implement a process that allows for it to collect,  maintain
and document an accounting of disclosures  for at least six (6) years  following
the  making  of any  disclosure  of  Protected  Information  subject  to such an
accounting;  provided,  however,  that reportable  disclosures made prior to the
Addendum  Effective Date are not subject to such process.  The information to be
collected,  maintained  and  documented  by  Business  Associate  shall  be  the
information  specified,  and shall be in the form  referenced,  in 45 C.F.R. ss.
164.528(b).  In the  event  that the  request  for an  accounting  is  delivered
directly  to  Business  Associate  or its  agents  or  subcontractors,  Business
Associate shall, within five (5) business days of its receipt of such a request,
forward it to Covered Entity.  It shall be Covered  Entity's  responsibility  to
prepare and deliver any such accounting requested.

      2.10 Government Access to Records.  Unless  prohibited by  attorney-client
privilege  and/or other applicable  legal  privileges,  or unless so doing would
result  in  Business  Associate   violating  its  contractual  and  other  legal
obligations  to Covered  Entity,  Business  Associate  shall  make its  internal
practices,  books and records,  including  policies and procedures and Protected
Information,  relating  to the  use  and  disclosure  of  Protected  Information
available to the Secretary of the U.S.  Department of Health and Human  Services
(the "Secretary") for purposes of determining  Covered Entity's  compliance with
the Privacy Rule.  Business  Associate shall provide to Covered Entity a copy of
any  Protected  Information  that Business  Associate  provides to the Secretary
concurrently with providing such Protected Information to the Secretary. Nothing
in this  Addendum or the  Agreement  will be construed to otherwise  provide the
Secretary  or  Covered  Entity  any  right of  access  to  Business  Associate's
financial, employment or other books and records.

      2.11   Minimum   Necessary.   Business   Associate   (and  its  agents  or
subcontractors)  shall only  request,  use and  disclose  the minimum  amount of
Protected Information necessary to accomplish the purpose of the request, use or
disclosure.

      2.12 Retention of Protected Information. Notwithstanding Section 3 of this
Addendum,  Business Associate shall retain all Protected Information  throughout
the term of the  Agreement  and  shall  continue  to  maintain  the  information
required  under Section 2.1 of this Addendum for a period of six (6) years after
termination of the Agreement.

3. Obligations of Covered Entity.

      3.1 Covered Entity shall be responsible for using  appropriate  safeguards
to maintain  and ensure the  confidentiality,  privacy and security of Protected
Information  transmitted to Business Associate pursuant to this Addendum and the
Agreement in accordance with the standards and  requirements of the Privacy Rule
until  Business  Associate  receives  such  Protected  Information.  In order to
protect the integrity, confidentiality and authenticity of Protected Information
transmitted  and  transferred  by Covered  Entity to Business  Associate  and by
Business  Associate to Covered  Entity and others in  connection  with  Business
Associate's  obligations  under  the  Agreement,  Covered  Entity  and  Business
Associate  agree to the  procedures and protocols set forth in Attachment A. The
parties may change or amend a protocol or procedure set forth in Attachment A to
conform with best practices under current and future HIPAA requirements, subject
to their respective rights under Section 6.


                                       35
<PAGE>

      3.2 Covered Entity will notify Business  Associate of any limitation(s) in
its notice of Covered Entity's  privacy  practices in accordance with 45 CFR ss.
164.520, to the extent that such limitation may affect Business  Associate's use
or disclosure of Protected Information under this Addendum or the Agreement.

      3.3 Covered Entity will notify  Business  Associate of any  restriction to
the use or disclosure of Protected Information that Covered Entity has agreed to
in accordance with 45 CFR ss. 164.522,  to the extent that such  restriction may
affect  Business  Associate's use or disclosure of Protected  Information  under
this Addendum or the Agreement.

      3.4 To be  effective  against  Business  Associate,  any notice by Covered
Entity  under  this  Section  3 will be in  writing  and  received  by  Business
Associate not less than 30 calendar days prior to the date upon which the change
or  limitations  referenced  in such  notice  will be  effective  as to Business
Associate's  use and  disclosure  of  Protected  Information.  Covered  Entity's
written notice will set forth the limitation's proposed effective date. Business
Associate will have no liability or responsibility with respect to any provision
of  Covered  Entity's  notice  of  privacy  practices  or of any  limitation  or
restriction on uses and disclosures of Protected Health Information agreed to by
Covered Entity except as provided in this Section 3.

      3.5  Business  Associate's  rights and duties with  respect to a change or
limitation  referenced in a written notice from Covered Entity  pursuant to this
Section 3 will be as set forth, and governed by, Section 6 of this Addendum.

      3.6 Covered Entity will not request Business  Associate to use or disclose
Protected  Information  in any manner  that would not be  permissible  under the
Privacy Rule if done by Covered Entity,  except that Business  Associate may use
or  disclose   Protected  Health  Information  as  Required  by  Law,  for  data
aggregation  and  for  management  and  administrative  activities  of  Business
Associate as provided in this Addendum and the Agreement.

4. Covered Entity Representations and Warranties.  Covered Entity represents and
warrants to Business  Associate  with  respect to itself and with respect to the
Protected Information:

      4.1 Covered  Entity has  received all  necessary  or required  consents or
authorizations under the Privacy Rule and all applicable state law, and has made
all  necessary  or  required  disclosures  to  Individuals,  for such  Protected
Information (a) to be disclosed to Business  Associate by Covered Entity and (b)
to be used or disclosed by Business  Associate in  performing  and providing the
services to Covered Entity and as provided or permitted  under this Addendum and
the Agreement.

      4.2 The disclosure of Protected  Information to Business  Associate  under
this Addendum and the Agreement,  and the uses and disclosures of such Protected
Information  by Business  Associate in  performing  under the Agreement and this
Addendum  constitute  uses  and  disclosures  of the  Protected  Information  in
connection  with payment and/or health care operations of Covered Entity and, if
Business Associate's uses and disclosures of Protected Information hereunder and
under  the  Agreement  were  made or done  by  Covered  Entity,  such  uses  and
disclosures would not violate the provisions of the Privacy Rule.


                                       36
<PAGE>

      4.3 Neither the disclosures of Protected Information to Business Associate
contemplated by this Addendum or the Agreement,  nor Business  Associate's  uses
and  disclosures  of Protected  Information  permitted or authorized  under this
Addendum  or the  Agreement,  violate  the Covered  Entity's  minimum  necessary
policies and procedures.

      4.4 For all purposes of this Addendum the persons designated in Attachment
B are the  designated  officials of Covered  Entity and Business  Associate with
respect to all matters  arising  under the Privacy Rule and this  Addendum.  The
person so designated as acting on behalf of Covered  Entity will at all times be
the person which Covered Entity has designated as its "privacy  official"  under
and pursuant to the Privacy  Rule. A party to this  Addendum  may,  upon written
notice to other party, change the name and address for the person (a) designated
as Covered Entity's "privacy  official" or (b) designated by Business  Associate
for purposes of this Section 4.4 .

      4.5 Set forth in Attachment B is the Protected Information,  which Covered
Entity deems to be part of a Designated  Record Set,  created or  maintained  by
Business Associate under this Addendum and the Agreement.

      4.6 Covered Entity agrees and  acknowledges  that Business  Associate will
not be deemed in violation of this Addendum, and a use or disclosure by Business
Associate of  Protected  Information  will not be  considered a violation of the
Privacy Rule, if such use or disclosure by Business  Associate is made in one or
more of the  circumstances  described  in 45 CFR ss.  164.502(j),  dealing  with
whistle blowers and workforce victims of crime.

      4.7 The parties agree that the laws of the State  identified in Attachment
C to this Addendum (State Law) are applicable to Protected Information disclosed
to Business Associate, and used and disclosed by Business Associate,  under this
Addendum  and  the  Agreement.  Attachment  C sets  forth  those  provisions  of
applicable  State Law that have been  determined  by  Covered  Entity to be more
stringent  than the Privacy  Rule under 45 CFR 60.202  with  respect to uses and
disclosures  of  Protected  Information  permitted  by the  Privacy  Rule,  this
Addendum  and the  Agreement,  and the duties  and  obligations  of the  parties
hereunder  and under the Privacy Rule.  The  provisions of this Addendum and the
Agreement are hereby deemed modified and amended, as appropriate,  to conform to
the  provisions of State Law as set forth in  Attachment C. Covered  Entity will
notify  Business  Associate,  in  writing,  of any  restriction  to  the  use or
disclosure  of  Protected  Information  for  treatment,  payment or health  care
operations  purposes under State Law that Covered Entity has determined are more
stringent than the provisions of the Privacy Rule or which may limit or restrict
the uses and  disclosures of Protected  Information  under this Addendum and the
Agreement  and in either  case are deemed by Client to require an  amendment  or
modification of this Addendum, Attachment C or the Agreement.

5. Term and Termination.

      5.1 The Term of this Addendum  shall begin on the Addendum  Effective Date
and shall  terminate when all Protected  Information is destroyed or returned to
Covered  Entity  or,  if it is not  feasible  to  return  or  destroy  Protected
Information, protections are extended to such information in accordance with the
termination provisions of this Section 5.


                                       37
<PAGE>

      5.2 Upon  Covered  Entity's  knowledge  of a material  breach by  Business
Associate of the provisions of this Addendum, Covered Entity will either:

            5.2.1  Provide an  opportunity  for  Business  Associate to cure the
breach or end the violation.  If Business  Associate does not cure the breach or
end the violation  within the time specified by Covered Entity,  which specified
time would be reasonable in view of the facts and  circumstances of such breach,
Business Associate may terminate this Addendum and the Agreement;

            5.2.2  Immediately  terminate  this  Addendum  and the  Agreement if
Business Associate has breached a material term of this Addendum and cure is not
possible within a reasonable period of time; or

            5.2.3 If neither  termination  nor cure is feasible,  Covered Entity
will report the violation to the Secretary.

      5.3 Except as provided  in this  Section  5.3 , upon  termination  of this
Addendum for any reason, Business Associate will return or destroy all Protected
Information  received  from Covered  Entity,  or created or received by Business
Associate on behalf of Covered  Entity.  This  provision will apply to Protected
Information  that is in the possession of  subcontractors  or agents of Business
Associate.  Subject to its rights  under this  Section 5.3 , Business  Associate
will retain no copies of the Protected  Information.  In the event that Business
Associate  determines that returning or destroying the Protected  Information is
infeasible  following  termination  of this  Addendum,  Business  Associate will
furnish  Covered Entity written  notification of the conditions that make return
or  destruction  infeasible.  Upon  delivery of such  written  notice to Covered
Entity,  Business Associate will extend the protections of this Addendum to such
Protected  Information  and limit further uses and disclosures of such Protected
Information to those  purposes that make the return or  destruction  infeasible,
for so long as Business Associate maintains such Protected Information.

      5.4  Notwithstanding  any express or implied  provision of this  Addendum,
termination  of this Addendum and the  Agreement by Covered  Entity as permitted
under  Section  5.3 shall not  relieve  Covered  Entity of its  obligations  and
liabilities to Business  Associate under the Agreement.  Any such termination of
the  Agreement by the Covered  Entity under this Section 5 will be considered an
event  of  default  described  in  Section  15 of the  Agreement,  and  Business
Associate shall have the rights and remedies specified in said Section 15.

6. Amendment.

      6.1 The parties  acknowledge  that state and federal laws relating to data
security and privacy for  Protected  Information  are rapidly  evolving and that
amendment of this  Addendum may be required to provide for  procedures to ensure
compliance with such developments.  Subject to the provisions of this Section 6,
the parties  specifically agree to take such action as is necessary to implement
the standards and  requirements of HIPAA,  the Privacy Rule and other applicable
laws  relating  to the  security  or  confidentiality  of PHI and the  Protected
Information.  The parties  understand and agree that Covered Entity must receive
satisfactory  written assurance from Business  Associate that Business Associate
will  adequately   safeguard  all  Protected   Information.   Unless   otherwise
specifically  stated,  a reference in this  Addendum to a section in the Privacy
Rule means the section as in effect or as amended.


                                       38
<PAGE>

      6.2 Subject to the other  provisions of this Section 6, Covered Entity and
Business  Associate  agree to take such action as are  reasonably  necessary  to
amend this  Addendum  from time to time as is  necessary  for Covered  Entity to
comply with the requirements of the Privacy Rule and HIPAA.  Covered Entity will
be the party responsible for initially  determining whether any actions to amend
this Addendum described in this Section 6 are necessary and will provide written
notice to Business  Associate of the need to so amend this  Addendum,  including
the reasons for the proposed  amendment  and the form of such  amendment,  to be
provided to Business  Associate not less than 45 calendar days prior to the date
upon  which the  proposed  amendment  is to take  effect.  Business  Associate's
obligations and  responsibilities  with respect to an amendment to this Addendum
proposed by Covered  Entity  pursuant to this  Section 6 will be governed by and
subject to the provisions of Section 6.3 of this Addendum.

      6.3 If,  in  Business  Associate's  determination,  either  or both  (a) a
limitation on its use and disclosure of Protected  Information  contained in any
notice it receives from Covered Entity  pursuant to Section 6.2 hereof or (b) an
amendment to this Addendum  proposed by Covered  Entity  pursuant to Section 6.2
hereof (such limitation or amendment herein referred to as a "Change") adversely
impacts  on  Business  Associate's  ability to perform  under the  Agreement  or
imposes  or  creates  or  imposes  a cost or burden on  Business  Associate  not
contemplated by Business Associate at the time of Business Associate's execution
and delivery of this  Addendum,  as determined by Business  Associate,  Business
Associate will notify  Covered  Entity of such adverse impact and/or  additional
cost or burden in writing not less than 15 calendar  days prior to the effective
date of the Change,  and the modifications or amendments to this Addendum or the
Agreement  that Business  Associate has  determined  are necessary to ameliorate
such adverse impact and/or reduce or eliminate the additional cost or burdens on
Business  Associate's ability to perform under the Agreement resulting from such
Change.

      6.4 If Covered Entity does not object in writing to the  modifications  or
amendments  to this  Addendum  and the  Agreement  set  forth in a  notice  from
Business  Associate  pursuant to Section 6.3 prior to the effective  date of the
Change  giving  rise to  Business  Associate's  notice,  such  modifications  or
amendments to this Addendum and the Agreement, including any increase in amounts
payable to Business Associate  specified in Business  Associate's  notice,  will
conclusively  be deemed agreed to by Covered  Entity and the Business  Associate
notice pursuant to Section 6.3 will be deemed incorporated in and a part of this
Addendum  and the  Agreement  from and after the  effective  date of the related
Change.

      6.5 If (a)  Business  Associate  objects to a Change  proposed  by Covered
Entity and does not  provide a proposed  modification  or  amendment  to Covered
Entity  pursuant to Section 6.4 or (b) Covered  Entity objects in writing to the
modification  or amendment to this  Addendum  and the  Agreement  set forth in a
notice from Business  Associate pursuant to Section 6.4 , prior to the effective
date  of the  Change  giving  rise  to  Business  Associate's  notice,  Business
Associate  will have the right to declare,  in writing,  a  termination  of this
Addendum and the Agreement as a termination  by mutual  consent  pursuant to the
Agreement.  Business  Associate  will  thereupon  give  written  notice  of such
termination  to Covered  Entity and such  termination  without cause pursuant to
this Section 6.5 will become  effective  without  further act or deed of Covered
Entity as provided in the Agreement.  The parties shall treat termination of the
Agreement as provided in this Section 6 as an event of default  under Section 15
of the Agreement.


                                       39
<PAGE>

7. No Third Party Beneficiaries.  Nothing express or implied in this Addendum is
intended to confer, nor shall anything herein confer, upon any person other than
Covered Entity,  Business Associate and their respective  successors or assigns,
any rights, remedies, obligations or liabilities whatsoever.

8.  Effect on  Agreement.  Except as  specifically  required  to  implement  the
purposes of this Addendum, or to the extent inconsistent with this Addendum, all
other terms of the Agreement shall remain in force and effect.

9. Notices.  Any notice by any Party to the other will be in writing and will be
deemed to have been duly  given when  delivered  personally  or 3 business  days
after deposit in the US Mail, postage prepaid to their respective addresses,  to
the attention of the person specified, in Attachment B to this Addendum.

10.  Applicable  Law. This Addendum will be deemed to have been made and entered
into in and will be  interpreted  in  accordance  with the laws of the  State of
California.

11.  Survival.  The  respective  rights and  obligations  of the  Parties  under
Sections 5 and 6 hereof will survive the termination of this Addendum.

12.  Interpretation.  Any  ambiguity in this Addendum will be resolved to permit
Covered  Entity to comply  with the Privacy  Rule;  provided,  however,  that if
resolving  such  ambiguity will be such as to change a term or provision of this
Addendum applicable to Business Associate, such change will be deemed a "Change"
under  this  Addendum  and  subject to the rights of  Business  Associate  under
Section 6 hereof.

13.  Severability.   If  any  part  of  this  Addendum  will  be  held  void  or
unenforceable,  such  part  will be  treated  as  severable,  leaving  valid the
remainder  of this  Addendum  notwithstanding  the part or parts  found  void or
unenforceable.  To the extent that any provision of this  Addendum  violates the
California  Confidentiality  of Medical  Information Act (California  Civil Code
Sections 56 et seq.,) or any other  applicable state law and such provision does
not preempt the California  Confidentiality  of Medical  Information  Act or any
other  applicable  state law (by virtue of being  required by HIPAA or the HIPAA
Regulations),  such provision shall be deemed severed from this Addendum and the
remaining provisions shall remain in full force and effect. Any such severing of
a provision from this Addendum as provided in this Section 13 will be considered
an amendment of this Addendum subject to Section 6 hereof.

14. Entire Agreement. This Addendum contains the entire agreement of the parties
with  respect to the  subject  matter  hereof and may not be amended or modified
except in writing signed by both parties. All continuing covenants,  duties, and
obligations  contained herein will survive the expiration or termination of this
Addendum.


                                       40
<PAGE>

15.  Changes in Law. In the event that  performances  under this Addendum are or
become unlawful as a result of any law, court decision, rule regulation,  manual
provision,  or  memorandum  enacted or  promulgated  by any federal,  state,  or
administrative  body, or financially  impossible or imprudent as a result of any
such change,  the parties will in good faith  restructure the Addendum by mutual
agreement  with  Covered  Entity and  Business  Associate,  and the parties will
thereafter  be bound by the changes in the Addendum.  If the Addendum  cannot be
modified  in a manner to comply  with the  change,  then this  Addendum  and the
Agreement will terminate in accordance with the provisions of Section 6 hereof.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as
of the Addendum Effective Date.

COVERED ENTITY:                            BUSINESS ASSOCIATE:

PRACTICEXPERT OF IDAHO, INC.,              MERIDIAN COMMERCIAL HEALTHCARE
formerly known as K. R. Johnson &          FINANCE, LLC
Associates


By:                                        By:
   -------------------------------            -------------------------------
Print Name:                                Print Name:
           -----------------------                    -----------------------
Title:                                     Title:
      ----------------------------               ----------------------------
Date:                                      Date:
     -----------------------------              -----------------------------


                                       41
<PAGE>

                                  ATTACHMENT A

           PROTECTED INFORMATION TRANSMISSION PROTOCOLS AND PROCEDURES

Transmissions by Fax:

      To Covered Entity:

      To Business Associate: 858.200.2051

      Covered Entity and Business Associate  represent to the other that (1) the
fax number  specified  for it is  connected  to a  telephone  line and is not an
internet fax number, (2) Protected  Information  transmitted by fax to the other
will have a cover sheet  referencing that the information  being  transmitted is
confidential,  (3) the fax  number for it set forth  above is for a fax  machine
that is in a secure location within the business  premises of such Party and (4)
access to the fax  machine  and  information  received  on such fax  machines is
limited or otherwise  restricted to persons within such Party's  control who are
authorized to view Protected Information.

      Transmissions by internet (including email or email attachments):

      The Parties agree that any  transmission  of Protected  Information via an
internet connection,  email or email attachment instituted by (1) Covered Entity
to Business  Associate,  (2) Business  Associate to Covered Entity, (3) Business
Associate  to a health plan or (4)  Business  Associate  to any other  person or
entity to which it is permitted or authorized to disclose Protected  Information
under the Addendum will be encrypted  using  encryption  protocols (a) set forth
below in  connection  with internet  communications  and  transmissions  between
Covered  Entity and  Business  Associate  and (b)  agreed to in writing  between
Business  Associate and a health plan or other person or entity described in (4)
above;  provided that the encryption  protocols  applicable to a transmission or
communication  in this (b) will be at least as stringent and robust as those set
forth below governing such transmissions or protocols between Covered Entity and
Business Associate.

      Communications  via  U.S.  mail,  commercial  delivery  services  (such as
Federal Express, Airborne, etc.), courier or telephone voice communication:

      Communications  and  transmissions  of  Protected  Information  under this
protocol  will  be  permitted  without  encryption  so  long  as  the  Protected
Information is in a sealed  envelope or package at the time it is delivered to a
post  office,   commercial   delivery   service  or  courier.   Telephone  voice
communication  (other than through internet  telephony devices) are not required
to be encrypted.

      Authentication Policies and Procedure

      Within a reasonable  time after the  execution of the  Agreement  and this
Addendum,  but in no event later than  __________,  200___,  Covered Entity will
provide Business Associate with a description of the Authentication Policies and
Procedure.  Pending establishment of the Authentication  Policies and Procedure,
Business  Associate  may transmit  Protected  Information  in the same manner in
which Covered Entity transmits  Protected  Information to Business Associate and
otherwise as provided in this Addendum.


                                       42
<PAGE>

      Reliance on Protocols, Policies and Procedures

      So  long  as  Business   Associate   observes,   in  connection  with  any
transmission or exchange of Protected Information by it, the policies, protocols
and procedures set forth in this Addendum, Business Associate shall conclusively
be deemed, as between it and Covered Entity and parties asserted claims directly
or indirectly against Business Association with respect to any such transmission
or exchange of Protected  Information,  to have acted reasonably and with proper
exercise  of care,  and that  Business  Associate's  reliance  on the  policies,
procedures and protocols of Covered Entity was conclusively reasonable.


                                       43
<PAGE>

                                  ATTACHMENT B

                          PRIVACY OFFICIAL DESIGNATION

Covered Entity Privacy Official:

      Name:
      Title:
      Address:

      Telephone:
      Fax:
      Email:

      Business Associate Privacy Official:  TO BE PROVIDED BY BUSINESS ASSOCIATE
PRIOR TO ______________, 200___.

      Name:       Cory Smith
      Title:      Collateral Analyst
      Address:    Meridian Commercial Healthcare Finance
                  4320 La Jolla Village Drive
                  Suite 250
                  San Diego, CA 92121

      Telephone:  858.200.2066
      Fax:        858.200.2051
      Email:      csmith@meridianchf.com

                        PROTECTED INFORMATION COMPRISING
                             A DESIGNATED RECORD SET

      Within a reasonable  time after the  execution of the  Agreement  and this
Addendum,  but in no event  later than  _________________,  Covered  Entity will
provide Business Associate a description of the Protected  Information  received
by Business  Associate  from Covered Entity or created or maintained by Business
Associate on behalf of Covered Entity and which comprises a part of a Designated
Record Set.


                                       44
<PAGE>

                                  ATTACHMENT C

                                    STATE LAW

      The laws of the State of  _________________  are applicable to determining
whether  state law is more  stringent  than the Privacy Law as it relates to the
uses and  disclosures  of  Protected  Information  under  the  Addendum  and the
Agreement.

      The  following  provisions  of State Law have been  determined  by Covered
Entity to be more stringent under 45 CFR ss.160.202 and for purposes of applying
the preemption rules of 45 CFR ss. 160.203 through 160.205.


                                       45
<PAGE>

                                  EXHIBIT 10.20

                           [capitalization of Client]


                                       46
<PAGE>

                                   EXHIBIT 17A

                                 GENERAL RELEASE

      FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged,  the undersigned and each of them (collectively "Releasor")
hereby forever releases,  discharges and acquits Meridian Commercial  Healthcare
Finance,  LLC  ("Releasee"),  its parent,  directors,  shareholders,  agents and
employees,  of and  from  any  and all  claims  of  every  type,  kind,  nature,
description  or character,  and  irrespective  of how, why, or by reason of what
facts, whether heretofore existing,  now existing or hereafter arising, or which
could,  might,  or may be claimed to exist,  of whatever  kind or name,  whether
known or unknown, suspected or unsuspected,  liquidated or unliquidated, each as
though fully set forth herein at length, to the extent that they arise out of or
are in way  connected  to or are  related  to that  certain  Loan  and  Security
Agreement dated .

      Releasor  agrees  that the  matters  released  herein  are not  limited to
matters which are known or disclosed, and the Releasor waives any and all rights
and benefits  which it now has, or in the future may have,  conferred upon it by
virtue of the  provisions  of  Section  1542 of the  Civil  Code of the State of
California which provides as follows:

            A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH THE
            CREDITOR  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
            AT THE TIME OF EXECUTING THE RELEASE,  WHICH IF KNOWN BY
            HIM MUST HAVE  MATERIALLY  AFFECTED HIS SETTLEMENT  WITH
            THE DEBTOR.

      Acceptance  of  this  Release  shall  not be  deemed  or  construed  as an
admission of liability by any party released.

      Releasor  acknowledges that either (a) it has had advice of counsel of its
own choosing in negotiations for and the preparation of this release,  or (b) it
has knowingly determined that such advice is not needed.

DATED: _________________

                              Individual Releasor: _____________________
                              [Name of individual], individually

                                    Entity Releasor: ___________________

                                    By: ________________________________
                                    Name: ______________________________
                                    Title: _____________________________


                                       47
<PAGE>

                                   EXHIBIT 17B

                                 GENERAL RELEASE

      FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are
hereby acknowledged,  the undersigned and each of them (collectively "Releasor")
hereby forever releases,  discharges and acquits  PracticeXpert of Idaho,  Inc.,
formerly  known  as  K.  R.  Johnson  &  Associates  ("Releasee"),  its  parent,
directors, shareholders, agents and employees, of and from any and all claims of
every type,  kind,  nature,  description or character,  and irrespective of how,
why, or by reason of what facts,  whether heretofore  existing,  now existing or
hereafter  arising,  or which  could,  might,  or may be  claimed  to exist,  of
whatever  kind or name,  whether  known or unknown,  suspected  or  unsuspected,
liquidated or unliquidated,  each as though fully set forth herein at length, to
the extent that they arise out of or are in way  connected  to or are related to
that certain Loan and Security  Agreement dated  ______________________,  except
manifest error in the calculation of any payoff amounts due thereunder.

      Releasor  agrees  that the  matters  released  herein  are not  limited to
matters which are known or disclosed, and the Releasor waives any and all rights
and benefits  which it now has, or in the future may have,  conferred upon it by
virtue of the  provisions  of  Section  1542 of the  Civil  Code of the State of
California which provides as follows:

            A GENERAL  RELEASE  DOES NOT EXTEND TO CLAIMS  WHICH THE
            CREDITOR  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
            AT THE TIME OF EXECUTING THE RELEASE,  WHICH IF KNOWN BY
            HIM MUST HAVE  MATERIALLY  AFFECTED HIS SETTLEMENT  WITH
            THE DEBTOR.

      Acceptance  of  this  Release  shall  not be  deemed  or  construed  as an
admission of liability by any party released.

      Releasor  acknowledges that either (a) it has had advice of counsel of its
own choosing in negotiations for and the preparation of this release,  or (b) it
has knowingly determined that such advice is not needed.

DATED: _________________

                              Individual Releasor: _____________________
                              [Name of individual], individually

                              Entity Releasor: _________________________

                              By: ______________________________________
                              Name: ____________________________________
                              Title: ___________________________________


                                       48
</TEXT>
</DOCUMENT>
