GENERAL OUTLINE OF PROCEDURES FOR BUYER & SELLER DOCTORS

(From Initial Inquiry To Close of Transaction.)

Medical Mavin's Policy:

Medical Mavin, Ltd. (MM) facilitates the buying and selling of practices, to protect the Seller's and Buyer's interests; to deter creating a competitive environment amongst podiatrists and prevent patient inconvenience during the process. MM&'s policy is simple: We believe every practice has a marketable value which enables a dedicated, hard working doctor to be successful.

General Information:

When a doctor calls MM and is interested in selling or buying a practice, MM’s sales representative explains MM’s services and concepts, and briefly interviews the doctor by telephone. The doctor is then sent a package containing general information about selling or buying a practice, an explanation of MM’s role in the transaction, and standard Confidentiality and Commission Agreements. The relationship of the parties is governed by these agreements, which must be promptly signed and returned to MM. The Commission Agreement is an exclusive agency contract and has a minimum term of one year. The Letter of Confidentiality protects the Seller’s and Buyer’s identity, the integrity of the sale and any proprietary information received by either party. Once MM is in receipt of a properly executed Commission Agreement and signed Letter of Confidentiality the process begins.

Seller Doctor:

The Seller is charged a fee of 6% of the purchase price, payable upon closing on the sale of the practice. If there are extraordinary circumstances surrounding the sale, the Seller may then be responsible for 12% of the commission fee, depending on whether the identified Buyer is registered with MM. In order to enable MM to compile the prospectus, the Seller is requested to provide tax returns, appointment book(s), practice history, employee outlines and other information, afterwhich, in conjunction with the Seller, an equitable selling price is mutually agreed upon. MM then proceeds to formulate an in-depth proforma, from which proforma is evolved a practice prospectus, and includes recommendations and projections for profitability.

Buyer Doctor:

The Buyer doctor is also charged a 6% fee based on the purchase price of the practice, it being payable upon closing of any practice identified by MM. The exact disbursement of the 6% fee monies depends upon the Buyer’s choice of financing options. Option I, is chosen if Buyer obtains financing through MM’s lenders, 4% of the Buyer’s fee monies shall be applied as sales commission, while the remaining 2% shall be used to prepay the total MM consulting and support fees for the first 18 months after closing. Under Option II, Buyer obtains financing through an independent source, MM’s fee is 6%; it is applied towards the sales commission. During the financing phase, the Buyer is asked to make available to a lender information about their credit history, personal budget and other pertinent information. The proformas that are provided to Buyers depict net profit that is generated by the practice after debt-service. Buyers, Take Note: Excessive outstanding loan obligations do not necessarily bar eligibility for financing through our lenders.

Marketing:

After the required information is received by MM, the practice for sale may be advertised in the prominent podiatric journals. Simultaneously, the marketing division attempts to match the Buyer(s) and Seller(s) based on geographic preferences. When there is a match, MM notifies the Buyer and from the ensuing discussion, it is determined whether or not a sales prospectus shall be sent to that particular Buyer. If after reviewing the information the Buyer is interested in the Seller’s practice, MM arranges a meeting between the two doctors. MM advises the Buyer of certain pertinent items and questions, and further advises him/her as to which documents should be reviewed at the meeting.

Legal & Financial:

Upon all of the above being satisfactory, the Finance Division then sends to both parties 1) a Condition of Sales Deposit Agreement and 2) an Escrow Agreement, both of which must be completed and returned to MM. The escrow funds are placed with the Escrow Agent. MM makes available Drafts of an Agreement of Sale and other documents relating to the sale of the business, which both parties may chose to utilize. If financing is through MM’s lenders, we develop a financial package based on lender requirements. MM offers support and consulting through this entire process to closing.

Phone No: 610-518-7411    Web Page: www.MedicalMavin.com