EXHIBIT 2 (A) AGREEMENT OF ACQUISITION STOCK FOR STOCK

 

EXHIBIT 2 (A)

 

 

                            AGREEMENT OF ACQUISITION

                                 STOCK FOR STOCK

 

     THIS   AGREEMENT,   dated   as of   June   30,   2004,   among   Tenet   Information

Services,   Inc.,   ("Tenet")),   53 West 9000 South,   Sandy,   Utah   84070,   a Utah

corporation,   Let's Go Aero,   Inc.,   ("LGA"),   5565 Teakwood   Terrace,   Colorado

Springs, CO 80907, a Colorado corporation.

 

     Tenet desires to acquire all of the issued and   outstanding   shares of LGA,

from all of the   Shareholders   of LGA   ("Shareholders")   in exchange   for voting

common stock, $0.001 par value per share, of Tenet as hereinafter provided.

 

1.   Representations   and Warranties of LGA. LGA represents and warrants to Tenet

as follows:

 

     (a) Organization. LGA is a corporation duly organized, validly existing and

in good standing   under the laws of the State of Colorado;   is duly qualified to

transact   business   as a   foreign   corporation   and is in good   standing   in the

various states in which it transacts   business;   and has all power   necessary to

engage in the business in which it is presently engaged.

 

     (b) Capitalization.   The authorized capital of LGA consists of 5,000 shares

of common stock of which 1,629 shares are outstanding. Each outstanding share of

common stock is duly authorized,   validly issued,   fully paid and nonassessable,

has not been   issued   and is not owned or held in   violation   of any   preemptive

right of   shareholders,   and is owned of record and beneficially by shareholders

in accordance with the table attached hereto as Schedule A.

 

     Such capital stock listed in Schedule A is, in each case, free and clear of

all liens, security interests,   pledges,   charges,   encumbrances,   shareholders'

agreements,   and voting trusts.   There is no commitment,   plan or arrangement to

issue,   and no   outstanding   option,   warrant,   or other   right   calling for the

issuance   of,   any   share of   capital   stock of LGA,   or any   security   or other

instrument   convertible   into or exchangeable for capital stock of LGA except as

set forth in Schedule B.

 

     (c) Financial Condition. LGA has delivered to Tenet true and correct copies

of the following,   initialed by the chief   executive   officer of LGA:   unaudited

balance sheet of LGA as of December 31, 2003;   unaudited balance sheet of LGA as

of March   31,   2004;   unaudited   statement   of   income,   statement   of   retained

earnings, statement of changes in financial and statement of cash flows position

of LGA for the year ended December 31, 2003; and unaudited   statement of income,

statement of retained   earnings,   statement of changes in financial position and

statement   of cash flows of LGA for the three (3) months   ended March 31,   2004.

Each balance sheet presents fairly the financial condition, assets, liabilities,

and   stockholders'   equity of LGA as of its date;   each   statement of income and

statement of retained   earnings presents fairly the results of operations of LGA

for the period   indicated;   and each statement of changes in financial   position

and   statement of cash flows   presents   fairly the   information   purported to be

shown therein.   The financial   statements   referred to in this Section 1(c) have

been   prepared in   accordance   with   generally   accepted   accounting   principles

consistently   applied throughout the periods involved,   are correct and complete

and are in accordance with the books and records of LGA.

 

     Since December 31, 2003, and since March 31, 2004:

 

          (1) There   has,   at no time,   been a   material   adverse   change in the

     financial condition, results of operations,   business,   properties, assets,

     liabilities, or future prospects of LGA;

 

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          (2)   LGA   has   not   authorized,    declared,    paid,   or   effected   any

     liquidating   or other   distribution   in respect of its capital stock or any

     direct or indirect   redemption,   purchase,   or other   acquisition of any of

     that stock;

 

          (3) The   operations   and   business of LGA have been   conducted   in all

     respects only in the ordinary course;

 

          (4) LGA has not suffered an extraordinary loss (whether or not covered

     by insurance) or waived any right of substantial value;

 

          (5) LGA has not paid or incurred any tax,   other   liability or expense

     resulting from the preparation   of, or the   transactions   contemplated   by,

     this Agreement; and

 

          (6) There is no fact known to LGA which materially   adversely affects,

     or in the future may materially   adversely affect, the financial condition,

      results of operations, business, properties, assets, liabilities, or future

     prospects of LGA.

 

     (d) Tax and Other Liabilities.   LGA has no liability of any nature, accrued

or contingent,   including,   without limitation,   liabilities for federal, state,

local,   or foreign taxes and   liabilities to customers or suppliers,   other than

the following:

 

          (1)   Liabilities for which full provision has been made on the balance

     sheet ("LGA Last Balance   Sheet") as of March 31, 2004,   ("LGA Last Balance

     Sheet Date") referred to in Section 1(c); and

 

          (2) Other   liabilities   arising   in the   ordinary   course of   business

     (which shall not include   liabilities   to customers on account of defective

     products or services) which are not inconsistent   with the   representations

     and warranties of LGA or any other provision of this Agreement.

 

     Without   limiting the   generality of the   foregoing,   the amounts set up as

provisions   for   taxes on the LGA Last   Balance   Sheet   are   sufficient   for all

accrued and unpaid federal,   state,   local, and foreign taxes of LGA, whether or

not due and payable and whether or not disputed, under tax laws, as in effect on

the LGA Last Balance   Sheet Date or now in effect,   for the period ended on that

date and for all fiscal years prior thereto.   LGA has filed all federal,   state,

local,   and   foreign tax returns   required to be filed by it; has   delivered   to

Tenet a true and correct copy thereof   initialed by the chief executive   officer

of LGA;   has paid (or has   established   on the Balance   Sheet a reserve for) all

taxes,   assessments,   and other governmental charges payable or remittable by it

or levied upon it or its properties, assets, income, or franchises which are due

and payable;   and has delivered to Tenet a true and correct copy so initialed of

any report as to adjustments   received by LGA from any taxing   authority   during

the past   five   years   and a   statement,   so   initialed,   as to any   litigation,

governmental or other proceeding (formal or informal), or investigation pending,

threatened,   or in prospect   with respect to any of those reports or the subject

matter of those reports.

 

                                        2

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     (e) Litigation   and Claims.   There is no   litigation,   arbitration,   claim,

governmental or other proceeding (formal or informal), or investigation pending,

threatened, or in prospect (or any basis therefore known to LGA) with respect to

LGA, or any of its business,   properties,   or assets. LGA is not affected by any

present or threatened strike or other labor disturbance nor, to the knowledge of

LGA, is any union   attempting   to represent   any   employee of LGA as   collective

bargaining agent. LGA is not in violation of, or in default with respect to, any

law, rule, regulation, order, judgment, or decree; nor is LGA or any Shareholder

required to take any action in order to avoid such a violation or default.

 

     (f) Properties. LGA has good and marketable title in fee simple absolute to

all real   properties   and good title to all other   properties and assets used in

its business or owned by it (except real and other   properties and assets as are

held   pursuant   to leases or   licenses   described   in Schedule C or D), free and

clear   of all   liens,   mortgages,   security   interests,   pledges,   charges,   and

encumbrances (except those listed in Schedules C or D).

 

          (1) All   accounts   and   notes   receivable   reflected   on the LGA   Last

     Balance Sheet,   or arising since the LGA Last Balance Sheet Date, have been

     collected,   or are and will be good and   collectible,   in each   case at the

     aggregate   recorded   amounts   thereof   without right of recourse,   defense,

     deduction, return of goods, counterclaim, offset, or set off on the part of

     the obligor,   and, if not   collected,   can   reasonably be anticipated to be

     paid within thirty (30) days of the date incurred.

 

          (2) All   inventory   of raw   materials   and work in   process   of LGA is

     usable,   and all inventory of finished goods is good and   marketable,   on a

     normal basis in the existing   product   lines of LGA, as the case may be. In

     no event do such   inventories   represent   more than a   twelve-month   supply

     measured   by the   volume of sales or use for the year   ended   December   31,

     2003. All inventory is merchantable and fit for the particular   purpose for

     which it is intended.

 

          (3) Attached as Schedule C is a true and complete list of all real and

     other   properties and assets owned,   leased,   or licensed by LGA (including

     inventory,   but not   including   Intangibles,   as defined in Section   1(i)),

     including   with respect to properties   and assets owned by LGA, a statement

     of cost, book value and (except for land) reserve for   depreciation of each

     item for tax   purposes,   and net   book   value   of each   item for   financial

     reporting   purposes,   and with respect to such properties and assets leased

     or licensed by LGA, a   description   of that lease or license.   All real and

     other   properties   and   assets   (including   Intangibles)   owned   by LGA are

     reflected on the LGA Last Balance Sheet, except for acquisitions subsequent

     to the LGA Last Balance   Sheet and prior to the   Closing,   which are either

     noted on Schedule C or D or are approved in writing by Tenet.   All real and

     other tangible properties and assets owned,   leased, or licensed by LGA are

     in good and   usable   condition   (reasonable   wear and tear   which   does not

     adversely affect the operation of the business of LGA excepted).

 

          (4) No real property owned, leased,   licensed,   or used by LGA lies in

     an area which is, or to the   knowledge   of LGA will be,   subject to zoning,

     use, or building code   restrictions   which would prohibit,   and no state of

     facts   relating to the   actions or inaction of another   person or entity or

     his or its ownership, leasing, licensing, or use of that real property will

     prohibit, the business in which LGA is now engaged or the business in which

     it contemplates engaging.

 

          (5) The real and other properties and assets   (including   Intangibles)

     owned, leased, or licensed by LGA constitute all such properties and assets

     which are necessary to the business of LGA as presently   conducted or as it

     contemplates conducting.

 

     (g) Contracts and Other   Instruments.   Attached as Schedule E is a true and

complete   list of all material   contracts,   insurance   policies   agreements   and

instruments not referred to in Schedules B, C, D, F or G.

 

     LGA has furnished to Tenet:

 

          (1) The Articles of Incorporation and Bylaws of LGA and all amendments

     thereto,   as   presently   in   effect,   certified   by   the   Secretary   of the

     corporation, and

 

          (2) The following,   initialed by the chief   executive   officer of LGA:

     (i) true and   correct   copies of all   options,   warrants,   or other   rights

     calling   for the   issuance   of, any share of capital   stock of LGA,   or any

     security or other instruments   convertible into or exchangeable for capital

     stock of LGA set forth in Schedule   B; (ii) true and correct   copies of all

     leases and licenses   referred to in Schedule C or D; (iii) true and correct

     copies of all contracts,   insurance policies,   agreements,   and instruments

     referred to in Schedule E; and (iv) true and correct   written   descriptions

     of all supply,   distribution,   agency,   financing, or other arrangements or

     understandings not described in Schedules C, D or E.

 

                                        3

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     Neither LGA nor (to the   knowledge   of LGA) any other party to any of those

contracts,   agreements,   instruments,   leases, or licenses, is now or expects in

the   future to be in   violation   or breach   of, or in   default   with   respect to

complying with, any material   provision thereof,   and each contract,   agreement,

instrument,   lease,   or license is in full   force and is the legal,   valid,   and

binding   obligation   of the   parties   thereto and is   enforceable   as to them in

accordance with its terms.   Each supply,   distribution,   agency,   financing,   or

other   arrangement or   understanding   is a valid and   continuing   arrangement or

understanding;    neither   LGA,   nor   any   other   party   to   any   arrangement   or

understanding   has given notice of termination or taken any action   inconsistent

with the continuance of such   arrangement or   understanding;   and the execution,

delivery,   and   performance   of this   Agreement   will   not   prejudice   any   such

arrangement or   understanding   in any way. LGA enjoys   peaceful and   undisturbed

possession under all leases and licenses under which it is operating. LGA is not

a party to or bound by any   contract,   agreement,   instrument,   lease,   license,

arrangement,   or understanding,   or subject to any charter or other restriction,

which has had, or (to the   knowledge   of LGA) may in the future have, a material

adverse   effect on the financial   condition,   results of   operations,   business,

properties, assets, liabilities, or future prospects of LGA.

 

     LGA within the last five (5) years has not engaged in, is not   engaging in,

and does not intend to engage in any   transaction   with,   and has not had within

the last five (5)   years,   is not now   having,   and does not   intend to have any

contract,   agreement,   lease, license,   arrangement,   or understanding with, any

Shareholder,   any director,   officer,   or employee of LGA (except for employment

agreements   listed in Schedule E and   employment and   compensation   arrangements

described in Schedule F, in each case with   directors,   officers,   and employees

who are not relatives or affiliates   described in the next clause), any relative

or affiliate of any Shareholder or of any director, officer, or employee, or any

other corporation or enterprise in which any Shareholder, any director, officer,

or   employee,   or any   relative   or   affiliate   then had or now has a five   (5%)

percent or greater equity or voting or other   substantial   interest,   other than

contracts and agreements listed and so specified in Schedule E.

 

     The stock ledgers and stock   transfer   books and the minute book records of

LGA relating to all issuances and transfers of shares by LGA and all proceedings

of the   Shareholders   and the Board of Directors and   committees   thereof of LGA

since its incorporation made available to Tenet's counsel are the original stock

ledgers and stock   transfer books and minute book records of LGA or exact copies

thereof.

 

     LGA is not in   violation   or breach of, or in default   with respect to, any

term of its certificate of incorporation or by-laws.

 

     (h)   Employees.   LGA does not have and has not   contributed to any pension,

profit-sharing,   option,   other   incentive   plan,   or any other type of Employee

Benefit   Plan (as   defined in Section   3(3) of the   Employee   Retirement   Income

Security   Act of   1974   ("ERISA")),   or   have   any   obligation   to or   customary

arrangement   with   employees   for bonuses,   incentive   compensation,   vacations,

severance pay, insurance, or other benefits,   except as set forth in Schedule F.

LGA has   furnished   to Tenet   true and   correct   copies   initialed   by the chief

executive   officer of LGA of all   documents   evidencing   plans,   obligations   or

arrangements referred to in Schedule F (or true and correct written summaries so

initialed   of   such   plans,   obligations,   or   arrangements   to the   extent   not

evidenced   by   documents),   and true and   correct   copies   so   initialed   of all

documents evidencing trusts relating to any such plans. Schedule F also contains

a true and correct statement of the names,   relationship with LGA, present rates

of compensation (whether in the form of salary, bonuses,   commissions,   or other

supplemental compensations now or hereafter payable), and aggregate compensation

as of the LGA Last Balance Sheet Date of (i) each   director,   officer,   or other

employee of LGA, and (ii) all sales agents,   dealers,   or   distributors   of LGA.

Since   the   LGA   Last   Balance   Sheet   Date,   LGA has not   changed   the   rate of

compensation of any of its directors,   officers,   employees, agents, dealers, or

distributors.

 

                                        4

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     (i) Patents, Trademarks, Et Cetera. LGA does not own or have pending, or is

licensed   under,    any   patent,    patent    application,    trademark,    trademark

application, trade name, service mark, copyright, franchise, or other intangible

property or asset (all of the   foregoing   being   herein   called   "Intangibles"),

other than as   described   in Schedule D, all of which are in good   standing   and

uncontested.   Schedule D accurately sets forth with respect to Intangibles owned

by LGA,   where   appropriate,   a   statement   of cost,   book value and reserve for

depreciation of each item for tax purposes,   and net book value of each item for

financial   reporting purposes,   and with respect to Intangibles   licensed by LGA

from or to a third party, a description   of that license.   Neither any director,

officer, or employee of LGA, any relative or affiliate of any director, officer,

or employee,   nor any other   corporation   or   enterprise   in which any director,

officer,   of employee,   or any relative or affiliate   had or now has a five (5%)

percent or greater equity or voting or other substantial interest, possesses any

Intangible which relates to the business of LGA.

 

     There is no right under any Intangible   necessary to the business of LGA as

presently conducted or as it contemplates conducting, except those so designated

in Schedule D. LGA has not infringed,   is not   infringing,   and has not received

notice of   infringement of asserted   Intangibles of others.   To the knowledge of

LGA,   there is no   infringement   by others of   Intangibles   of LGA except as set

forth on Schedule F. As far as LGA can foresee, there is no Intangible of others

which may   materially   adversely   affect   the   financial   condition,   results of

operations,   business,   properties,   assets, liabilities, or future prospects of

LGA.

 

     (j) Authority of LGA. LGA has all requisite power and authority to execute,

deliver, and perform this Agreement.   All necessary proceedings of LGA have been

duly   taken to   authorize   the   execution,   delivery,   and   performance   of this

Agreement   by LGA.   This   Agreement   has   been   duly   authorized,   executed   and

delivered by LGA, is the legal,   valid,   and binding   obligation   of LGA, and is

enforceable as to it in accordance with its terms.

 

     No consent, authorization, approval, order, license, certificate, or permit

of or from, or declaration of filing with, any federal,   state,   local, or other

governmental   authority or any court or other   tribunal   that will not have been

received   by Closing   will be required by LGA for the   execution,   delivery,   or

performance   of this   Agreement by LGA. No consent of any party to any contract,

agreement,   instrument,   lease, license,   arrangement, or understanding to which

LGA is a party, or to which any of its properties or assets are subject and that

will not have been   received   by Closing   will be   required   for the   execution,

delivery or performance of this Agreement   (except those consents referred to in

Schedule G as having been   obtained   at or prior to the date of this   Agreement,

true and correct copies of which,   initialed by the chief   executive   officer of

LGA, have been delivered to Tenet); and the execution, delivery, and performance

of this   Agreement   will not violate,   result in a breach of,   conflict with, or

(with or without   the giving of notice or the   passage of time or both)   entitle

any   party   to   terminate   or call a   default   under   any   contract,   agreement,

instrument, lease, license, arrangement, or understanding,   or violate or result

in a breach of any term of the   Articles of   Incorporation   or Bylaws of LGA, or

violate,   result in a breach of, or   conflict   with any law,   rule,   regulation,

order,   judgment,   or decree   binding on LGA or to which any of its   operations,

business, properties, or assets are subject.

 

                                         5

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     (k)   Completeness of Disclosure.   No   representation   or warranty by LGA in

this   Agreement   contains,   or on the date of Closing will   contain,   any untrue

statement of material fact or omits, or on the date of the Closing will omit, to

state a material fact necessary to make the statements made not misleading under

the circumstances under which they were made, or will be made.

 

          (2).   Representations   and Warranties of Tenet.   Tenet   represents and

     warrants to LGA as follows:

 

         (a)   Organization.   Tenet   is a   corporation   duly   organized,   validly

existing,   and in good   standing   under   the lasts of the State of Utah with all

requisite power and authority to own, lease, license, and use its properties and

assets,   and to carry on the business in which it is now engaged and in which it

contemplates engaging.

 

         (b)   Capitalization.   The authorized capital stock of Tenet consists of

100,000,000 shares of common stock,   $0.001 par value, of which 1,016,860 shares

are outstanding   and 1,000,000   shares of preferred   stock,   $0.01 par value, of

which no shares are outstanding.   Each outstanding share of common stock is duly

authorized,   validly issued,   fully paid and nonassessable,   has not been issued

and is not owned or held in violation of any preemptive   right of   shareholders,

and is owned of record and   beneficially   by shareholders in accordance with the

table attached hereto as Schedule H.

 

Tenet   has no   commitment,   plan or   arrangement   to issue,   and no   outstanding

option,   warrant,   or other   right   calling   for the   issuance   of, any share of

capital stock of Tenet, or any security or other instrument   convertible into or

exchangeable for capital stock of Tenet except as set forth in Schedule I and in

this Agreement.

 

         (c)   Validity   of   Shares.   The shares of   Tenet's   common   stock to be

delivered   to the   Shareholders   pursuant   to this   Agreement,   when   issued   in

accordance   with   the   terms   and   provisions   of this   Agreement,   will be duly

authorized, validly issued, fully paid, and nonassessable.

 

         (d)   Financial   Condition.   Tenet has delivered to LGA true and correct

copies of the   following,   initialed   by the chief   executive   officer of Tenet;

audited balance sheets of Tenet as of June 30, 2003; the unaudited balance sheet

of Tenet as of March   31,   2004;   audited   statement   of   income,   statement   of

retained   earnings,   statement of changes in financial position and statement of

cash   flows of Tenet   for the   year   ended   June   30,   2003;   and the   unaudited

statement   of income,   statement of retained   earnings,   statement of changes in

financial   position and statement of cash flows of Tenet for the nine (9) months

ended   March   31,   2004.   Each   balance   sheet   presents   fairly   the   financial

condition,   assets,   liabilities,   and   stockholders'   equity of Tenet as of its

date;   each   statement   of income and   statement of retained   earnings   presents

fairly the results of   operations   of Tenet for the period   indicated;   and each

statement of changes in financial   position and statement of cash flows presents

fairly the information   purported to be shown therein.   The financial statements

referred to in this Section 2(d) have been prepared in accordance with generally

accepted   accounting   principles   consistently   applied   throughout   the periods

involved,   are correct and   complete   and are in   accordance   with the books and

records of Tenet.

 

     Since June 30, 2003 and March 31, 2004:

 

           (1) There   has,   at no time,   been a   material   adverse   change in the

     financial condition, results of operations,   business,   properties, assets,

     liabilities, or future prospects of Tenet;

 

          (2) Tenet has not authorized, declared, paid, or effected any dividend

     or liquidating or other distribution in respect of its capital stock or any

     direct or indirect   redemption,   purchase,   or other   acquisition of any of

     that stock;

 

          (3) The   operations   and business of Tenet have been   conducted in all

     respects only in the ordinary course;

 

                                        6

 

 

<PAGE>

 

          (4) Tenet has not   suffered   an   extraordinary   loss   (whether   or not

     covered by insurance) or waived any right of substantial value;

 

          (5) Tenet has not paid or incurred any tax, other liability or expense

     resulting from the preparation   of, or the   transactions   contemplated   by,

     this Agreement; and

 

          (6)   There   is no fact   known   to   Tenet   which   materially   adversely

     affects,   or in the future may materially   adversely affect,   the financial

     condition,    results    of    operations,    business,    properties,    assets,

     liabilities, or future prospects of Tenet.

 

      (e) Tax and Other   Liabilities.   Tenet   has no   liability,   of any   nature,

accrued or contingent,   including, without limitation,   liabilities for federal,

state,   local or foreign taxes and liabilities to customers or suppliers,   other

than the following:

 

          (1)   Liabilities for which full provision has been made on the balance

     sheet   ("Tenet   Last   Balance   Sheet") as of March 31,   2004,   ("Tenet Last

     Balance Sheet Date") referred to in Section 2(d); and

 

          (2) Other   liabilities   arising   in the   ordinary   course of   business

     (which shall not include   liabilities   to customers on account of defective

     products or services) which are not inconsistent   with the   representations

     and warranties of Tenet or any provision of this Agreement.

 

         Without limiting the generality of the foregoing, the amounts set up as

provisions   for taxes on the Tenet Last   Balance   Sheet are   sufficient   for all

accrued and unpaid federal, state, local, and foreign taxes of Tenet, whether or

not due and payable and whether or not disputed, under tax laws, as in effect on

the Tenet Last Balance Sheet Date or now in effect, for the period ended on that

date and for all fiscal years prior thereto. Tenet has filed all federal, state,

local,   and foreign tax returns required to be filed by it; has delivered to LGA

a true and correct copy   thereof   initialed   by the chief   executive   officer of

Tenet;   has paid (or has   established   on the Balance   Sheet a reserve   for) all

taxes,   assessments,   and other governmental charges payable or remittable by it

or levied upon it or its properties, assets, income, or franchises which are due

and   payable;   and has   delivered to LGA a true and correct copy so initialed of

any report as to adjustments   received by Tenet from any taxing authority during

the past   five   years   and a   statement,   so   initialed,   as to any   litigation,

governmental or other proceeding (formal or informal), or investigation pending,

threatened,   or in prospect   with respect to any of those reports or the subject

matter of those reports.

 

     (f) Litigation   and Claims.   There is no   litigation,   arbitration,   claim,

governmental or other proceeding (formal or informal), or investigation pending,

threatened,   or in prospect (or any basis therefore known to Tenet) with respect

to Tenet, or any of its business,   properties,   or assets. Tenet is not affected

by any   present or   threatened   strike or other   labor   disturbance   nor, to the

knowledge of Tenet,   is any union   attempting to represent any employee of Tenet

as collective bargaining agent. Tenet is not in violation, of or in default with

respect to, any law, rule, regulation,   order, judgment, or decree; nor is Tenet

required to take any action in order to avoid such a violation or default.

 

     (g) Properties.   Tenet has good and marketable title in fee simple absolute

to all real properties and good title to all other properties and assets used in

its business or owned by it (except real and other   properties and assets as are

held   pursuant   to leases or   licenses   described   in Schedule J or L), free and

clear   of all   liens,   mortgages,   security   interests,   pledges,   charges,   and

encumbrances (except those listed in Schedule J or K).

 

                                         7

<PAGE>

 

          (1) All   accounts   and notes   receivable   reflected   on the Tenet Last

     Balance   Sheet,   or arising since the Tenet Last Balance   Sheet Date,   have

     been collected,   or are and will be good and   collectible,   in each case at

     the aggregate recorded amounts thereof without right of recourse,   defense,

     deduction, return of goods, counterclaim, offset, or set off on the part of

     the obligor,   and, if not   collected,   can   reasonably be anticipated to be

     paid within thirty (30) days of the date incurred.

 

          (2)   Tenet has no   inventory   of raw   materials,   work in   process   or

     finished goods.

 

          (3) Attached as Schedule J is a true and complete list of all real and

     other   properties   and assets   owned,   leased,   or   licensed   by Tenet (not

     including Intangibles,   as defined in Section 1(i)), including with respect

     to properties   and assets owned by Tenet,   a statement of cost,   book value

     and   (except   for   land)   reserve   for   depreciation   of each   item for tax

     purposes, and net book value of each item for financial reporting purposes,

     and with respect to such properties and assets leased or licensed by Tenet,

     a description of that lease or license.   All real and other   properties and

     assets   (including   Intangibles)   owned by Tenet are reflected on the Tenet

     Last Balance Sheet,   except for   acquisitions   subsequent to the Tenet Last

     Balance Sheet and prior to the Closing,   which are either noted on Schedule

     J or K or are   approved   in   writing   by LGA.   All real and other   tangible

     properties and assets owned,   leased,   or licensed by Tenet are in good and

     usable condition   (reasonable wear and tear which does not adversely affect

     the operation of the business of Tenet excepted).

 

          (4) No real property owned, leased, licensed, or used by Tenet lies in

     an area which is, or to the knowledge of Tenet will be,   subject to zoning,

     use, or building code   restrictions   which would prohibit,   and no state of

     facts   relating to the   actions or inaction of another   person or entity or

     his or its ownership, leasing, licensing, or use of that real property will

     prohibit,   the   business in which   Tenet is now engaged or the   business in

     which it contemplates engaging.

 

          (5) The real and other properties and assets   (including   Intangibles)

     owned,   leased,   or licensed by Tenet   constitute   all such   properties and

     assets which are necessary to the business of Tenet as presently   conducted

     or as it contemplates conducting.

 

     (h) Contracts and Other   Instruments.   Attached as Schedule E is a true and

complete   list of all material   contracts,   insurance   policies   agreements   and

instruments not referred to in Schedules I, J, K, M or N.

 

         Tenet has furnished to LGA:

 

          (1)   The   Articles   of   Incorporation   and   Bylaws   of   Tenet   and all

     amendments thereto,   as presently in effect,   certified by the Secretary of

     the corporation, and

 

          (2) The following,   initialed by the chief executive officer of Tenet:

     (i) true and   correct   copies of all   options,   warrants,   or other   rights

     calling for the   issuance of, any share of capital   stock of Tenet,   or any

     security or other instruments   convertible into or exchangeable for capital

     stock of Tenet set forth in Schedule I; (ii) true and correct copies of all

     leases and licenses   referred to in Schedule J or K; (iii) true and correct

     copies of all contracts,   insurance policies,   agreements,   and instruments

     referred to in Schedule L; and (iv) true and correct   written   descriptions

     of all supply,   distribution,   agency,   financing, or other arrangements or

     understandings not described in Schedules J, K or L.

 

                                        8

<PAGE>

 

     Neither   Tenet nor (to the   knowledge   of Tenet) any other   party to any of

those contracts, agreements, instruments, leases, or licenses, is now or expects

in the future to be in   violation   or breach of, or in default   with   respect to

complying with, any material   provision thereof,   and each contract,   agreement,

instrument,   lease,   or license is in full   force and is the legal,   valid,   and

binding   obligation   of the   parties   thereto and is   enforceable   as to them in

accordance with its terms.   Each supply,   distribution,   agency,   financing,   or

other   arrangement or   understanding   is a valid and   continuing   arrangement or

understanding;   neither   Tenet,   nor   any   other   party   to any   arrangement   or

understanding   has given notice of termination or taken any action   inconsistent

with the continuance of such   arrangement or   understanding;   and the execution,

delivery,   and   performance   of this   Agreement   will   not   prejudice   any   such

arrangement or   understanding   in any way. Tenet enjoys peaceful and undisturbed

possession   under all leases and licenses under which it is operating.   Tenet is

not a party to or bound by any contract, agreement,   instrument, lease, license,

arrangement,   or understanding,   or subject to any charter or other restriction,

which has had, or (to the knowledge of Tenet) may in the future have, a material

adverse   effect on the financial   condition,   results of   operations,   business,

properties, assets, liabilities, or future prospects of Tenet.

 

     Tenet   within the last five (5) years has not engaged   in, is not   engaging

in,   and does not   intend   to engage in any   transaction   with,   and has not had

within   the last five (5) years,   does not now have,   and doe not intend to have

any contract, agreement, lease, license, arrangement, or understanding with, any

Shareholder,   any director, officer, or employee of Tenet (except for employment

agreements   listed in Schedule L and   employment and   compensation   arrangements

described in Schedule M, in each case with   directors,   officers,   and emp