NOTE 3 - SIGNIFICANT TRANSACTIONS

Asset and Business Acquisitions

On February 1, 2010, the Company entered into a purchase agreement with VHGI Holdings, Inc. ("VHGI"), a Delaware corporation. The total purchase price of $500,000, which consisted of $100,000 in cash and a promissory note in the principal amount of $400,000 (the "WMT Note"), was paid for certain assets and liabilities. Amounts recorded by the Company as a result of this transaction were the following:

a)	A long term asset has been recorded for the $1,500,000 Senior Secured Convertible Promissory Note Receivable issued by Private Access, Inc. (the "Private Access Note").

b)	A liability was incurred for the note payable obligation of $1,000,000, which included accrued interest incurred by VHGI in conjunction with the Private Access Note transaction. Subsequent to the purchase date, the Company negotiated payment of this debt with stock.

No value was assigned to the other assets included in the transaction, which were fully amortized intangibles, because no value was identified for these assets when determining the purchase price paid. These intangibles include intellectual property related to the prescription drug monitoring "Veriscrip" technology and the System Tray Notifier license owned by SeHealth. The purchased assets also included VHGI's 100% membership interest in SeHealth.

Scott A. Haire, the Company's Chief Executive Officer ("CEO") and Chairman, also serves as Chairman and the Chief Financial Officer ("CFO") of VHGI. Based on shares outstanding as of the Annual Report on Form 10-K filed by VHGI for the year ended December 31, 2010, Mr. Haire beneficially owns, individually and through H.E.B., LLC, a Nevada limited liability company of which Mr. Haire is the managing member, 28% of the outstanding common stock of VHGI.

Distribution Agreement

As disclosed in our Form 8-K filing on April 14, 2011, Juventas, LLC ("Juventas") purchased the exclusive right to sell the CellerateRX powder products in North America. Juventas is an affiliate of Biomet Texas, Ltd., the largest Biomet distributor. This multi-year agreement has escalating sales requirements for Juventas to retain such exclusive rights. We received an 'upfront' non-refundable payment of $500,000 from Juventas for this exclusive right to distribute CellerateRX powder, which was recorded as revenue in the first quarter of 2011.