May 16, 2002
To the Officers and Directors of
2660 Townsgate Road, Suite 300
Westlake Village, CA 91361
In this letter Agreement to the Officers and Directors of CareDecision Corporation (the "Company") dated May
15, 2003, David Mizrahi ("the undersigned") agrees to convert his loan instrument, with a face value of
$20,000.00 (the "Instrument"), plus interest from January 5, 2002 through May 14, 2003 a total of $22,475, to
the conversion offer captioned below. As inducement to the undersigned the Company here amends any and all
of its previous offers, whether express or implied to the following:
Conversion of the instrument on the basis of twenty five (25) shares of CareDecision Corporation common stock
for each dollar of investment, plus interest, represented in the instrument.
Conversion of 60,000 Class "A" Purchase Warrants in Medicius, Inc. The conversion of the Class "A" Warrants
of Medicius, Inc. into shares of CareDecision Corporation common stock shall be on the basis of three (3)
shares of CareDecision Corporation for each Medicius, Inc. "A" Warrant converted, or 180,000 CareDecision
Corporation common shares.
Pursuant to this letter agreement the undersigned understands that the Company has prepared and filed with the
U.S. Securities and Exchange Commission a registration statement (as amended and supplemented from time to
time), the "REGISTRATION STATEMENT" under the 1933 Act. The Company is obligated to amend this
registration statement at an appropriate time so as to register the securities described in this letter agreement.
However, should this Registration Statement be declared effective prior to the execution hereof, Company agrees
to include the securities described herein in the next Registration Statement it files, or amendment to any effective
Registration Statement during the course of its business. In addition, the Company agrees to use best efforts to
keep any effective Registration Statement in compli