Stock Subscription Agreement Effective 1/12/01

EXHIBIT 10.45


STOCK SUBSCRIPTION AGREEMENT


This Stock Subscription Agreement ("Agreement") is made by and between Spectrum Managed Care of California, Inc., a Delaware corporation ("Spectrum-CA" or "Issuer") and Anchor Pacific Underwriters, Inc., a Delaware corporation ("APU" or "Issuee") and made effective as of January 12, 2001 (the "Effective Date") with respect to the below Recitals:


RECITALS
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WHEREAS, pursuant to that certain Asset Purchase Agreement dated December 28, 2000 attached hereto as Exhibit A (the "Noveon Purchase Agreement"), APU purchased certain assets and business of and assumed certain enumerated liabilities of Novaeon, Inc., debtor-in-possession in the Bankruptcy Case In re Novaeon, Inc., Debtor, Case Number 00-18821-BIF in the United States
--------------------------- Bankruptcy Court for the Eastern District of Pennsylvania (such assets and business to be collectively referred to as the "Novaeon Assets"); and


WHEREAS, in connection with the purchase of the Novaeon Assets, APU made a $1,500,000 down payment to Novaeon, Inc., and executed and delivered that certain Adjustable Contingent Promissory Note in the principal amount of $3,500,000 (the "Novaeon Note"), a copy of which is attached hereto as Exhibit B; and


WHEREAS, in order to finance the acquisition of the Novaeon Assets, APU entered into a loan agreement with Legion Insurance Company and executed and delivered its promissory note in the amount of $2,000,000 (the "Legion Note"); and


WHEREAS, APU applied $1,500,000 of the Legion Note proceeds toward the required down payment under the Novaeon Purchase Agreement; and


WHEREAS, Spectrum-CA is a Delaware corporation incorporated on January 11, 2001 for the purpose of operating the Novaeon Assets and engaging in a national managed care business; and


WHEREAS, APU desires to capitalize Spectrum-CA by contributing the Novaeon Assets and the $500,000 balance of the Legion Note proceeds (hereinafter to be considered a part of the Novaeon Assets) to Spectrum-CA in exchange for Spectrum-CA's assumption of APU's liabilities under the Novaeon Purchase Agreement and the Novaeon Note and the issuance ...