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The Contract to Purchase provides for the issuance of shares of RDXH common stock to Priority 1 at ten cents ($.10) per share and grants certain warrant rights to Priority 1 to purchase additional common stock of RDXH at twenty-five cents ($.25) per share and fifty cents ($.50) per share. Management of both RDXH and Priority 1 believe that RDXH common stock is currently undervalued and therefore mutually agreed to complete this transaction above the current market price of RDXH common stock on a cost-per-share basis. The Contract also calls for RDXH to retain Priority 1 as its manufacturer with initial contemplated purchase orders valued at $500,000 and provides RDXH with the right to increase its ownership in Priority 1 by way of a further investment of $500,000 at RDXH's option. If RDXH does not provide at least $500,000 in qualifed manufacturing purchase orders payments to Priority 1 or otherwise invest $500,000 within eighteen (18) months from the date of the Contract to Purchase, RDXH's ownership in Priority 1 may be reduced from twenty percent (20%) to not less than ten percent (10%) of Priority 1's total issued and outstanding shares as of the date of the Contract to Purchase.

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