LOAN AGREEMENT

Page

1

1

1

2

2

2

2

2

2

2

3

3

3

3

3

4

4

4

4

4

4

5

5

5

6

6

6

6

6

7

7

7

7

7

8

8

8

8

9

Page

9

9

9

10

10

10

10

10

10

10

10

10

11

11

11

11

11

11

12

12

12

12

12

12

13

13

13

13

13

13

14

15

15

15

15

15

15

16

16

16

Page

16

16

16

16

17

17

17

17

18

18

18

18

18

18

18

19

19

19

19

19

19

19

19

19

20

20

20

20

20

21

21

21

21

21

21

22

23

23

23

23

23

23

Page

23

24

24

24

24

25

25

26

-

Collateral Assignment of Equity Interests

-

Collateral Assignment of Leases

-

Guaranties

-

Guarantor Pro-Rata Percentage

-

Term Note

-

Acquisition Note

-

Security Agreement

-

List of Released Loan Documents

-

Compliance Certificate

1.1

Accounts . All accounts, accounts receivable, contract rights, notes, drafts, acceptances and all other forms of obligations and receivables in favor of Borrower owed or owing by any party or entity to a Borrower including, but not limited to, deposits or other sums credited by or due from the Bank to a Borrower, now owned or hereafter acquired. In addition, the term “Accounts” will have the same meaning (to the extent not inconsistent with the foregoing definition) as defined in the Oklahoma Uniform Commercial Code (the “UCC”).

1.2

Borrower Subsidiaries . The direct and indirect subsidiaries of the Borrowers as of the Closing Date, and all subsidiaries thereafter created or acquired.

1.3

Closing Date . The date upon which the Loan Documents are signed by the Borrowers and the Guarantors and accepted by the Bank at the Bank’s offices in Oklahoma City, Oklahoma, all in form and substance satisfactory to the Bank.

1.4

Collateral . All of the Borrowers’ right, title and interest in and to the personal property described in the Loan Documents whether now owned or hereafter acquired including without limitation: (1) the Accounts; (2) the Equipment; (3) the Inventory; (4) General Intangibles, including all membership interests in SDC and ARx; (5) all items of tangible and intangible personal property now owned and hereafter acquired by a Borrower; (6) all insurance policies and proceeds; (7) all leases, rents and royalties; (8) all business records of Borrowers; and (9) all additions and accessions to, replacements of, substitutions for and proceeds from any of the items listed in the foregoing parts (a) through (h) inclusive.

1.5

Collateral Assignment of Equity Interests . The agreement(s) to be executed by the Bank and GRMH granting to the Bank a first perfected collateral assignment of the equity interests directly or indirectly owned by GRMH in SDC and ARx, in substantially the form of Schedule “1.5” attached hereto as a part hereof.

1.6

Collateral Assignment of Leases . The agreement(s) to be executed by the Bank and Borrowers granting to the Bank a first perfected collateral assignment of the leases of property by a Borrower utilized in the operation of its pharmacy or sleep lab businesses in substantially the form of Schedule “1.6” attached hereto as a part hereof.

1.7

Debt Service Coverage Ratio . For any period, the ratio of: (A) the net income of GRMH (i) increased (to the extent deducted in determining net income) by the sum, without duplication, of (1) all interest expense of GRMH, (2) amortization, (3) depreciation, and (4) non-recurring expenses as approved by the Bank, and (ii) decreased (to the extent included in determining net income and without duplication) by the amount of minority interest share of net income and distributions to minority interests for taxes, if any, to (B) annual debt service including interest expense and current maturities of indebtedness as determined in accordance with generally accepted accounting principles.

1.8

Default . The occurrence of any of the events specified in paragraph 9 of this Agreement.

1.9

Equipment . All furniture, fixtures, machinery, tools, equipment, apparatus, utensils, appliances and supplies now owned or hereafter acquired by a Borrower and all documents of title, insurance policies and proceeds relating thereto. In addition, the term “Equipment” will have the same meaning (to the extent not inconsistent with the foregoing definition) as defined in the UCC.

1.10

General Intangibles . All of each Borrower’s general intangibles of any kind whether now existing or hereafter arising including all stock, membership interests, units, partnership interests, patents, trademarks, copyrights and other intangibles, chattel papers, documents and instruments relating to the General Intangibles. In addition, the term “General Intangibles” will have the same meaning (to the extent not inconsistent with the foregoing definition) as defined in the UCC.

1.11

Guaranteed Amount . Initially the amount of Fifteen Million Dollars ($15,000,000.00) which shall apply to the last portion or dollars of the Obligations collected by Bank, subject to reduction on a Guaranty Reduction Trigger Date as specified therein. After a Guaranty Reduction Trigger Date, the Guaranteed Amount shall be reduced or eliminated as set forth more fully in paragraph 1.15.

1.12

Guaranties . The agreements to be executed by the Guarantors in favor of the Bank in substantially the form of Schedule “1.12” attached hereto as a part hereof, whereby the Guarantors unconditionally guarantee to the Bank payment of all Obligations now or hereafter owing to the Bank by the Borrower in connection with the Loan Documents and the full and complete performance by the Borrower of the Loan Documents, as further set forth therein. The initial liability of each of the Guarantors thereunder will be limited to the Guarantor Pro-Rata Percentage (on a several basis) times the Guaranteed Amount, initially Fifteen Million Dollars ($15,000.000.00). On a Guaranty Reduction Trigger Date, the liability of the Guarantors will be reduced to their respective Guarantor Pro-Rata Percentage times the Guaranteed Amount as defined in paragraph 1.11. Notwithstanding any provision of this Loan Agreement to the contrary, in all events the liability of a Guarantor shall be limited as provided in the Guaranty Agreement for each Guarantor.

1.13

Guarantor Pro-Rata Percentage . The Guarantor’s pro-rata direct or indirect ownership percentage of GRMH as of the Closing Date, as set forth in Schedule “1.13” attached hereto.

1.14

Guaranty Debt Service Coverage Ratio . For any period, the ratio of: (A) the net income of GRMH (i) increased (to the extent deducted in determining net income) by the sum, without duplication, of (1) all interest expense of GRMH, (2) amortization, (3) depreciation, and (4) non-recurring expenses as approved by the Bank, and (ii) decreased (to the extent included in determining net income and without duplication) by the amount of minority interest share of net income and distributions to minority interests for taxes, if any, to (B) annual debt service including interest expense and current maturities of indebtedness; provided however that for purposes of this ratio the debt service shall include principal and interest on the Notes as if payable in equal monthly payments on a twenty (20) year amortization from the date of the Term Note and each respective Tranche of

the Acquisition Note; all as determined in accordance with generally accepted accounting principles.

Note. The Notes will be payable on the terms stated at paragraph 3 of this Agreement and will be in substantially the form of Schedule “1.20(a)” and “1.20(b)” respectively, attached hereto as a part hereof.

3.1

Term Note . The portion of the Loan to be made under the Term Note will be payable of the following terms:

3.1.4

Voluntary Prepayment . Borrowers will have the right at any time to prepay the Term Note in whole or in part, without premium or penalty, but with interest accrued to the date of prepayment.

3.1.5

Use of Proceeds . All proceeds of the Term Note will be used solely for the funding of (1) the acquisition and refinancing of the existing indebtedness and loans owed to Intrust Bank (the “Intrust Loan”); (2) the refinancing of the existing indebtedness owed to the Bank; and (3) other costs incurred by Borrowers or the Bank in connection with the preparation of the Loan Documents, provided that such payment is approved by the Bank.

3.1.6

Place of Advances and Payments . Advances under the Term Note will be made at the offices of the Bank. All payments and prepayments of principal or interest on the Term Note will be made to the Bank in collected and freely transferable funds at or before 5:00 p.m. Oklahoma City, Oklahoma time on the date due at the Bank’s offices. All payments will be paid in full without set off or counterclaim and without reduction for, and free from, any and all taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof. Borrowers hereby authorize and direct the Bank to make all payments on the Term Note as and when due, by direct debit to Borrowers’ demand deposit accounts with the Bank. If any payment under the Term Note or this Agreement becomes due and payable on a day other than a business day, the maturity thereof will be extended to the next succeeding business day and such extension of time will in such case be included in the computation of payments of interest.

3.2.1

Term . The term of each Tranche of the Acquisition Note will be for the period commencing on the respective date of advance and ending on the sixth anniversary of the first day of the month following such date of advance (each a “Tranche Note Maturity Date”).

3.2.2

Interest . Prior to Default, the unpaid principal balance of each Tranche of the Acquisition Note will bear interest from the date of advance at the per annum rate equal to the WSJ Prime Rate, and will adjust for any changes to the WSJ Prime Rate on each anniversary date. The WSJ Prime Rate will be adjusted, without notice, on an annual basis to the WSJ Prime Rate then in effect as of each anniversary date of each Tranche of the Acquisition Note, or the first business day following such date if the anniversary date occurs on a weekend or holiday that there is no such rate determined or published. After Default, all amounts due under the Acquisition Note will bear interest at the per annum rate equal to the greater of: (a) fifteen percent (15%); or (b) the WSJ Prime Rate plus five percent (5%). Interest will be computed on a per diem charge based on a three hundred sixty (360) day year.

3.2.3

Payments . Provided that no event of Default has occurred or is continuing under any of the Loan Documents, the loan represented by each Tranche will be repaid in quarterly payments of interest only for up to three (3) years, then principal and interest payments based on a seven (7) year amortization until the balloon payment on the Tranche Note Maturity Date. The Borrowers will pay to the Bank accrued and unpaid interest only at the WSJ Prime Rate in quarterly payments on each Tranche of the Acquisition Note for the first three (3) years of the term of such Tranche, which will be due and payable commencing three (3) months after the first day of the month following the date of advance and on the first day of each third month thereafter. Commencing on the third anniversary of the first quarterly payment date, and each following anniversary thereof, the principal balance outstanding on such Tranche of the Acquisition Note, together with interest at the WSJ Prime Rate on the most recent anniversary date of the date of advance under such Tranche, will be amortized in quarterly payments over a seven (7) year term beginning on the third anniversary of the date of advance, and recalculated each anniversary thereafter over the remaining portion of such seven (7) year period at the then applicable WSJ Prime Rate. The entire unpaid principal balance of the Acquisition Note plus all accrued and unpaid interest thereon will be due and payable on the respective Tranche Note Maturity Date.

3.2.4

Voluntary Prepayment . Borrowers will have the right at any time to prepay the Acquisition Note in whole or in part, without premium or penalty, but with interest accrued to the date of prepayment.

3.2.5

Use of Proceeds . All proceeds of the Acquisition Note will be used solely for the funding of (a) up to seventy percent (70%) of either the

purchase price of the acquisition of existing pharmacy business assets or sleep labs or the startup costs of new sleep labs; and (b) other costs incurred by Borrowers or the Bank in connection with the preparation of the Loan Documents, provided that such payment is approved by the Bank. For purposes of this paragraph 3.2.5, the purchase price will include the cost of inventory purchased through the acquisition, to the extent not already included in the purchase price amount.

4.1

Release of Collateral and Prior Loan Documents . Following the Closing of the Loan and receipt by Bank of all collateral documents including the Intrust Loan documents, and in consideration of the execution and delivery of the Loan Documents provided herein, Bank will release and return originals of those Intrust Loan documents and prior Bank loan documents set forth specifically on Schedule “4.1” attached hereto.

5.1

Loan Documents . The execution, acknowledgment (where appropriate) and delivery by the appropriate parties of the Loan Documents, all in form and substance satisfactory to the Bank, and delivery of possession to the Bank of any Collateral the possession of which is necessary to perfect the Bank’s security interest, together with the assignment of all loan documents evidencing or securing the Intrust Bank indebtedness being refinanced by this Loan.

5.2

Casualty Insurance . The Bank will have received satisfactory certificates of policies of fire and extended coverage insurance at full insurable value, business interruption insurance and public liability insurance with premiums prepaid and standard mortgagee clauses or designations as additional insureds in favor of the Bank and such additional persons as the Bank might reasonably require.

5.3

Authority . The Bank will have received: (1) certified copies of the instruments creating Borrowers and OCH and/or governing the operation of Borrowers and OCH complete with all amendments thereto and certificates to be filed in connection therewith; (2) satisfactory evidence that Borrowers and OCH are qualified to do business in the State of Oklahoma; and (3) certified copies of resolutions and other documents reasonably required to authorize the execution, delivery and performance of the Loan Documents by the parties thereto.