Buyer Document

BUYER'S ACKNOWLEDGEMENT OF INTRODUCTION AND CONFIDENTIALITY AGREEMENT

The undersigned Buyer, individually and on behalf of any affiliated prospective buyer, acknowledges being first introduced to and requests Confidential Information about certain business(es) listed on the DentalAssets.com website (each such business, a "Business," and collectively, the "Businesses") by DentalAssets.com or its agent ("Listing Broker"). Such Confidential Information shall be provided to Buyer for the sole purpose of evaluating the possible purchase(s) by Buyer of all or part of the stock or assets of the Businesses (each such transaction, a "Prospective Transaction," and collectively, the "Prospective Transactions"). This Buyer's Acknowledgement of Introduction and Confidentiality Agreement ("Agreement") governs all Prospective Transactions between the Buyer and Listing Broker for the Businesses listed on DentalAssets.com. As used in this Agreement, the term Buyer applies to the undersigned and any partnership, corporation, individual or other entity with which the undersigned is affiliated ("Buyer"). Buyer agrees as follows:

1. NON-DISCLOSURE OF INFORMATION: Buyer acknowledges that the owner of the Business ("Seller") desires to maintain the confidentiality of the information disclosed. Buyer agrees not to disclose or permit access to any Confidential Information without the prior written consent of Seller, to anyone other than Buyer's legal counsel, accountants, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Businesses. Disclosure of Confidential Information shall be made to these parties only in connection with the potential acquisition of the Businesses, and then only if these parties understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by these parties, and neither Buyer nor these parties shall use or permit the use of Confidential Information in any manner whatsoever, except as may be required for Buyer to evaluate the Businesses or as may be required by legal process. If the Buyer does not purchase the Businesses, Buyer, at the close of negotiations, will destroy or return to the Listing Broker (at Seller's direction) all information provided to Buyer and will not retain any copy, reproduction, or record thereof.

2. DEFINITION OF "CONFIDENTIAL INFORMATION": The term "Confidential Information" shall mean all information including the fact that the Businesses is for sale, all financial, production, marketing and pricing information, business methods, business manuals, manufacturing procedures, correspondence, processes, data, contracts, customer lists, employee lists and any other information whether written, oral, or otherwise made known to Buyer: (a) from any inspection, examination or other review of the books, records, assets, liabilities, processes or production methods of Seller; (b) from communication with Seller or Seller's broker, directors, officers, employees, agents, suppliers, customers or representatives; (c) during visits to Seller's premises; or (d) through disclosure or discovery in any other manner. However, Confidential Information does not include any information, which is readily available and known to the public.

3. BUYER'S RESPONSIBILITY AND DISCLAIMER OF BROKER'S LIABILITY: The Listing Broker may have received information about the Businesses from the Seller that may include, but is not limited to, tax returns, financial statements, equipment lists, and facility leases. Based on information provided by Seller(s), the Listing Broker often prepares a summary description of the business, which may include a cash flow projection, an adjusted income statement, or a seller discretionary cash flow statement. Buyer understands that the Listing Broker does not audit or verify any information given to Listing Broker or make any warranty or representation as to its accuracy or completeness, nor in any way guarantee future business performance. Buyer is solely responsible to examine and investigate the Businesses, their assets, liabilities, financial statements, tax returns, and any other facts, which might influence Buyer's purchase decision or the price Buyer is willing to pay. Any decision by Buyer to purchase the Businesses shall be based solely on Buyer's own investigation and that of Buyer's legal, tax and other advisors and not that of Broker. Buyer hereby expressly releases and discharges the Listing Broker from any and all responsibility and/or liability in connection with accuracy, completeness or any other aspects of the Confidential Information and accepts sole and final responsibility for the evaluation of the Confidential Information and all other factors relating to the Businesses.

4. NON-CIRCUMVENTION AGREEMENT: The Seller has entered into an agreement providing that Seller shall pay a fee to the Listing Broker if, during the term of that agreement or up to twenty-four months thereafter, the Businesses are transferred to a buyer introduced by the Listing Broker. Buyer shall conduct all inquiries into and discussions about the Businesses solely through the Listing Broker and shall not directly contact the Seller or the Seller's representatives. Should Buyer purchase or lease all or part of the stock or assets of Businesses, acquire any interest in, become employed by the Businesses, or become affiliated in any capacity with the Businesses without Listing Broker's participation, or in any way interfere with the Listing Brokers' right to a fee ("Listing Broker's Fee"), Buyer shall be liable to the Listing Broker and pay such Listing Broker's Fee and any other damages including reasonable attorney's fees and costs upon demand without any obligation on Listing Broker’s part to first exhaust any legal remedies against Seller. The Listing Broker's Fee shall be ten percent (10%) of the total purchase price of each Business or $12,500.00, whichever is greater.

5. INDEMNIFICATION. Buyer will indemnify and hold harmless the Listing Broker and Seller from any and all claims or actions arising from Buyer’s acts or failures to act in pursuing the possible purchase of the Businesses including, without limitation, reasonable attorney’s fees and other expenses incurred by the Listing Broker.

6. PROSPECTIVE TRANSACTIONS. The terms and conditions of this Agreement shall also apply to any other business and/or property on which Listing Broker has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and conditions of this Agreement that refer to the date hereof shall be automatically adjusted to reflect the date on which Listing Broker or Seller(s) initially furnished information to Buyer on such other business and/or property.

7. FURTHER TERMS: Neither Buyer nor Buyer's agents will contact Seller's employees, customers, landlords, or suppliers, nor linger, or otherwise observe the Businesses, nor disturb any business relationships of Seller, without Seller's consent through DentalAssets.com. For three years, Buyer shall not directly or indirectly solicit for employment any employees of Seller. The Listing Broker may act as a dual agent representing both Buyer and Seller. Seller and Seller's successors are specifically intended to be beneficiaries of the duties and obligations of this Agreement and may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto. This Agreement can only be modified in writing, signed by both the Listing Broker and Buyer. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach. This Agreement supersedes all prior understandings or agreements between the parties with respect to its subject matter. This Agreement shall be construed under and governed by the laws of the State of California. The venue for any action instituted to enforce any terms of the Agreement shall be in Orange County, California. This Agreement may be signed in counterparts and faxed and electronic signatures may be considered as originals. If Buyer is a corporation, partnership or other such entity, the undersigned executes this Agreement on behalf of Buyer and warrants that he/she is duly authorized to do so. Buyer acknowledges receipt of a fully completed copy of this Agreement.

Dental Capital Resources Group Inc.
Broker or Broker's Agent

AGENCY DISCLOSURE AND AGREEMENT

Agency and Dual Agency : This Agency Disclosure and Agreement ("Agreement") contains a portion of California Civil Code section 2079.16, which requires disclosure of some concepts and definitions concerning the relationship between a principal and an agent in the sale of certain residential real estate. While the listing and sale of a business is not a transaction requiring the use of the form prescribed by that Code section, the information provided is applicable to the business sale context as well, and you are requested to read it carefully and acknowledge that you have been advised of its contents.

When a broker lists a business for sale, the broker becomes an “agent” representing the seller. The same broker also often works with prospective buyers, and by the nature of that relationship, becomes a buyer’s agent as well; this is called “dual agency.” Although a buyer and seller are sometimes represented by different agents of the same brokerage firm, this is also a dual agency, because the broker who employs each of the agents may be the agent for both parties.

Full Disclosure : Under California law, the buyer and the seller of a business are each required to fully and fairly disclose to the other, any and all information which is known to that party, or reasonably should be known, and which may or will be “material” to the other party’s decision to enter into the transaction. An agent must fully disclose all relevant information known to the agent to the party or parties that the agent represents. An agent, whether acting only for one party, or as a dual agent, must make the same such disclosures to the other party, or to the other party’s agent and cannot withhold any material information which such agent may know, or in the exercise of reasonable diligence, should discover.

Price and Valuation : There is an exception to the rule that a dual agent must disclose all information in his or her possession. In representing both seller and buyer, the agent shall not, without the express permission of the respective party, disclose to the other party that the seller will accept a price less than the asking price or that the buyer will pay a price greater than the price offered, even though there otherwise might be a duty to do so. Likewise, a broker acting as a dual agent will not disclose valuations or appraisals prepared by the broker for the seller (but must disclose any comparable sales figures which may have been a major factor in such evaluation), nor the contents of any previous negotiations, contracts or offers between either the buyer or seller and any other parties. This is the only way negotiations can be conducted when the broker represents both the buyer and the seller.

Acknowledgment of Disclosure and Agreement to Dual Agency : Each party by signing below, acknowledges and agrees that:

1. The party has carefully read and fully understands the matters discussed above, as well as the language of the statute quoted on the reverse of this form, and has had the opportunity to ask questions and/or to seek the advice of legal counsel prior to signing below.

2. The seller consents and agrees that the Listing Broker representing said party may, in his discretion, act as an agent for any buyer or prospective buyer as well as for the Seller, as explained above and on the reverse hereof, and agrees to the conditions stated above.

3. The Buyer consents and agrees that the Listing Broker representing the Seller will continue to do so even though said Listing Broker will also represent the Buyer as a dual agent, understands all of the information stated above and on the reverse hereof and consents to such dual agency.

Excerpt from California Civil Code § 2079.16 :

SELLER’S AGENT : When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction.

A Seller’s agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller’s agent or a subagent of that agent has the following affirmative obligations:

To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent’s duties.
(b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties.

BUYER’S AGENT : An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

A selling agent can, with a Buyer’s consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations.

To the Buyer: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer.

To the Buyer and the Seller:

(a) Diligent exercise of reasonable skill and care in performance of the agent’s duties.
(b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER : A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:

(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer.
(b) Other duties to the Seller and the Buyer as stated above in their respective sections.

In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered.

The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

THIS FORM MAY BE SIGNED IN COUNTERPARTS. NOT ALL SIGNATURES ARE REQUIRED TO APPEAR ON THE SAME COPY. FACSIMILE SIGNATURES ARE ACCEPTABLE AND BINDING.

BUYER(S) :