EPIC to acquire a preferential 50% interest in to be formed Master company

Nov 23 2009

EPIC Corporation (OTC:EPOR) (the “Company”), a healthcare financial services company, announced it has entered into an agreement with Senior Care Holdings, Inc. (“Holdings”), a Florida corporation, to acquire a preferential 50% interest in a to be formed master limited liability company (“Master”). Master is to be the parent company of 10 to 25 operating and management companies, presently owned by Holdings, of skilled nursing and assisted living healthcare facilities.

Holdings for over 25 years has purchased, syndicated, managed and operated skilled nursing and assisted living facilities delivering care to the elderly and delivering above average returns to its investors. Currently, Holdings is operating and managing approximately 27 healthcare facilities. Master is to acquire at least 10 of Holdings' operating and management companies which for the 12 months ending June 30, 2009 had net revenues of $71,950,000 with a net profit of $4,550,000.

The agreement provides for Holdings to credit EPIC with a profit from Holdings operating and management companies, for their fiscal years ending June 30, 2010, 2011 and 2012, of two million dollars ($2,000,000), four million dollars ($4,000,000), and four million dollars ($4,000,000) (“Profits”), respectively. As consideration EPIC will pay Holdings two two million dollar ($2,000,000) payments. One payment by September 30, 2010 and the other by September 30, 2011.

The Profits for each year will be credited to EPIC in the form of an adjusted promissory note (“Note”). The Note will be adjusted each year to reflect the accumulated Profits less the cash payments (“Payments”). Payments will start with EPIC's fiscal year commencing October 1, 2010 and ending on September 30, 2012. The Note on June 30, 2012 will be cancelled and credited to EPIC's capital account in Master representing a capital contribution for the preferential 50% interest in Master's profits. The preference being a cash payment, a withdrawal from EPIC's capital account, equal to the larger one million two hundred thousand dollars ($1,200,000) or ¼ of the net profits per year (“Withdrawal”).

The agreement provides for EPIC to receive Payments of twenty thousand dollars ($20,000) and fifty-seven thousand six hundred dollars ($57,600) per month for twelve (12) months commencing on October 1, 2010 and 2011, respectively, and ending on September 30,2011 and 2012, respectively. The Withdrawal will be one hundred thousand dollars ($100,000) per month for eleven (11) months of each year commencing on October 1, 2012, and on the twelfth month, September 1 of each year, the Withdrawal payment will be one hundred thousand dollars ($100,000) plus the difference between ¼ of the net profits less one million two hundred thousand dollars ($1,200,000), provided the ¼ of net profits is larger than one million two hundred thousand dollars ($1,200,000).