Intellectual Property Purchase Agreement
THIS AGREEMENT made this 5th day of February 2003 by and between CareDecision.net, Inc. a California
corporation (CD.net), and CareDecision Corporation, a Nevada corporation (Care).
In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. CD.net shall sell and Care shall purchase, free and clear of all liens, encumbrances and liabilities, those assets
of CD.net's Intellectual Property and know-how, more commonly known as Hospitalist Care Manager,
Microsoft Windows CE Version 2.11, consisting of computer software for PDA devices, computer source code,
other related computer software and computer equipment, all of which are more fully described and enumerated
in Schedule A which is attached hereto and by this reference made a part hereof.
2. Care shall pay the CD.net, as the purchase price for the foregoing; two million five hundred thousand
(2,500,000) shares in restricted, legended shares of common stock in Care.
3. CD.net shall sell, assign, transfer, and convey to Care the Intellectual Property assets, as described in
Paragraph above, free of all liabilities.
4. All equipment included in the sale shall be in good working condition at the time of sale. Care shall accept the
assets "as is" without warranty as to their condition and operation.
5. The actions to be taken by the parties hereto to close the transaction as provided shall take place on or before
March 31, 2003, at the office of Care, 2660 Townsgate Road, Suite 310, Westlake Village, CA 91361,
hereinafter referred to as the ("Closing Date"). On Closing Date, CD.net shall deliver to Care possession of the
assets, and good and sufficient instruments of transfer, conveying and transferring the assets to Care. Such
delivery shall be made against payment and delivery to the CD.net of the shares as set forth herein above. The
instruments of transfer shall contain covenants and w