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RON BENDER (SBN 143364) JACQUELINE L. RODRIGUEZ (SBN 198838) JUN 16 2010 TODD M. ARNOLD (SBN 221868) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. CLERK U.S. BANKRUPTCY COURT Central District of California 10250 Constellation Boulevard, Suite 1700 BY ngo DEPUTY CLERK Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: rb@lnbrb.com; jlr@lnbrb.com; CHANGES MADE BY COURT tma@lnbrb.com; jpf@lnbrb.com Proposed Attorneys for Chapter 11 Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. _______________________________ BIOLABS, INC., Debtor. _______________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases ORDER PURSUANT TO 11 U.S.C. 105 AND 363 AUTHORIZING ON A FINAL BASIS FOR AN INTERIM PERIOD FROM MAY 19, 2010, TO AND THROUGH JUNE 3, 2010, THE DEBTORS TO (A) EMPLOY AND RETAIN FTI CONSULTING, INC. TO PROVIDE CHIEF RESTRUCTURING OFFICER AND TEMPORARY EMPLOYEES, AND (B) TO DESIGNATE MATTHEW PAKKALA AS CHIEF RESTRUCTURING OFFICE
Court Scheduled Hearing: Date: May 27, 2010 Time: 11:00 a.m. Place: Courtroom 5B Continued Hearing: Date: June 3, 2010 Time: 2:00 p.m. Place: Courtroom 5B Final Hearing: Time: June 23, 2010 10:00 a.m.

FILED & ENTERED

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Upon consideration of the Debtors Application1 seeking authorization, pursuant to sections 11 U.S.C. 105 and 363 of chapter 11 of title 11 of the United States Code sections 101 et seq. (the Bankruptcy Code) authorizing the Debtors to (A) employ and retain FTI Consulting, Inc. (FTI) to provide a Chief Restructuring Officer and temporary employees and (B) to designate Matthew Pakkala (Pakkala) as the Debtors Chief Restructuring Officer, nunc pro tunc to May 19, 2010; and upon consideration of the Declaration of Robert E. Whalen (the Whalen Declaration), the Declaration of Matthew Pakkala (the Pakkala Declaration), the FTI Engagement Contract (attached as Exhibit A to the Application) filed with the Application, and the Court being satisfied, based on the representations made in the Application, the Pakkala Declaration, and the Whalen Declaration, that FTI does not represent or hold any interest adverse to the Debtors or the Debtors estates with respect to the matters upon which it is to be engaged and is sufficiently disinterested as that term is defined under 101(14) of the Bankruptcy Code, as modified by 1107(b) of the Bankruptcy Code, and that the employment of FTI and Pakkala is necessary and in the best interests of the Debtors, the Debtors estates, their creditors, and all parties in interest; and it appearing that due notice of the Application has been provided and no other or further notice need be provided; and the Court having heard the evidence and statements of counsel regarding the Application and having determined that the legal and factual bases set forth in the
1

Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to such term in the Application.

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Application, the Pakkala Declaration, and the Whalen Declaration establish just cause for the relief granted herein; it is hereby ORDERED that the Application is GRANTED to the extent provided herein; and it is further ORDERED that, pursuant to Bankruptcy Code 363, the Debtors are authorized to retain and employ FTI and Pakkala, nunc pro tunc to May 19, 2010, on a final basis for an interim period to and through June 3, 2010, on the terms and conditions set forth in the Application, the Engagement Contract, and the Pakkala Declaration, subject to the following amendments to such terms: a. In the event the Debtors seek to have FTI personnel assume additional executive officer positions that are different than the positions disclosed in the Application, or to materially change the terms of the engagement by modifying the functions of the executive officer personnel, a motion to modify the retention shall be filed. b. No principal, employee, or independent contractor of FTI and its affiliates shall serve as a director of the Debtors during the pendency of the Chapter 11 Cases. c. For Temporary Employees providing services at an hourly rate, FTI shall file with the U.S. Trustee and any official committees, reports of compensation earned and expenses incurred on a quarterly basis. Such reports shall contain summary charts which describe the services provided, identify the compensation earned by each Temporary Employee and itemize the expenses

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incurred.

Time records shall (i) be appended to the

reports, (ii) contain detailed time entries describing the task(s) performed, and (iii) be organized by project category. Where personnel are providing

services at an hourly rate, the time entries shall identify the time spent completing each task in 1/10/hour increments and the corresponding charge (time multiplied by hourly rate) for each task. Where FTI

personnel are serving as executive officers of the Debtors providing services at a flat monthly rate, time entries are not required. All compensation shall be subject to review by the Court in the event an objection is filed by the United States Trustee or official creditors committee. The Debtors are permitted to indemnify those persons serving as executive officers on the same terms as provided to the Debtors other officers and directors under the corporate bylaws and applicable state law, along with insurance coverage under the Debtors D&O policies. There shall be no indemnification of FTI or its affiliates. For a period of three years after the conclusion of the engagement, neither FTI nor any of its affiliates shall make any investments in the Debtors or Reorganized Debtors. FTI shall disclose any and all facts that may have a bearing on whether the firm, its affiliates, and/or any

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individuals working on the engagement hold or represent any interest adverse to the Debtors, their creditors, or other parties-in-interest. The obligation to

disclose identified in this subparagraph is a continuing obligation. and it is further ORDERED that the Debtors are authorized to designate Pakkala as the Chief Restructuring Officer, nunc pro tunc to May 19, 2010, on a final basis for an interim period to and through June 3, 2010; and it is further ORDERED that the terms and conditions of FTIs retainer set forth in the Engagement Contract are hereby approved on a final basis for an interim period to and through June 3, 2010. Without

further order of this Court, FTI shall be authorized, but not required, in its sole discretion, to (i) hold its retainer and apply it to FTIs final bill for postpetition fees and expenses incurred during these cases, with any excess then to be refunded to the Debtors estate, or (ii) to apply the retainer to fees and expenses incurred by FTI as FTIs engagement in these cases proceeds; and it is further ORDERED that subject to the foregoing, the Debtors are authorized to pay FTI in such amounts and at such times as is provided in the Engagement Contract on a final basis for an interim period as accrued from May 19, 2010, to June 3, 2010, without further order of this Court; and it is further ORDERED that this Court will hold a hearing at 2:00 p.m., on June 3, 2010, in Courtroom 5B of the United States Bankruptcy Court, located at 411 West Fourth Street, Santa Ana, California

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92701, to consider the Application of Debtors for Order Pursuant to 11 U.S.C. 105 and 363 Authorizing Debtors to (A) Employ and Retain FTI Consulting, Inc. to Provide a Chief Restructuring Officer and Temporary Employees and (B) to Designate Matthew Pakkala as Chief Restructuring Officer beyond the interim period of May 19, 2010, to June 3, 2010; and it is further ORDERED that this Court shall retain jurisdiction over any issues arising from the implementation or interpretation of this Order. As this is granted for an interim period, the final hearing is set for June 23, 2010 at 10:00 a.m.

# # #

DATED: June 16, 2010

United States Bankruptcy Judge

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In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor(s). BIOLABS, INC., Debtor. CHAPTER 11 Case No. 8:10-bk-16743 Jointly Administered with Case No. 8:10-bk-16746

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, California 90067

The foregoing document described as ORDER PURSUANT TO 11 U.S.C. 105 AND 363 AUTHORIZING ON A FINAL BASIS FOR AN INTERIM PERIOD FROM MAY 19, 2010, TO AND THROUGH JUNE 3, 2010, THE DEBTORS TO (A) EMPLOY AND RETAIN FTI CONSULTING, INC. TO PROVIDE CHIEF RESTRUCTURING OFFICER AND TEMPORARY EMPLOYEES, AND (B) TO DESIGNATE MATTHEW PAKKALA AS CHIEF RESTRUCTURING OFFICE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On June 2, 2010, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Service information continued on attached page II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On June 2, 2010, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on June 2, 2010, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. Matthew.pakkala@fticonsulting.com; bseigel@buchalter.com; jgarfinkle@buchalter.com VIA MESSENGER SERVICE Hon. Theodor Albert United States Bankruptcy Judge United States Bankruptcy Court Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701 Service information continued on attached page

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I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. June 2, 2010 Date
January 2009

Jason Klassi Type Name

/s/ Jason Klassi Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

F 9013-3.1

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In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor(s). BIOLABS, INC., Debtor. CHAPTER 11 Case No. 8:10-bk-16743 Jointly Administered with Case No. 8:10-bk16746

NOTE TO USERS OF THIS FORM:

1) Attach this form to the last page of a proposed Order or Judgment. Do not file as a separate document. 2) Th e title of the judgment or order and all service information must be filled in by the party lodging the order. 3) Category I. below: The United States trustee and case trustee (if any) will always be in this category. 4) Category II. below: List ONLY addresses for debtor (and attorney), movant (or attorney) and person/entity (or attorney) who filed an opposition to the requested relief. DO NOT list an address if person/entity is listed in category I.

NOTICE OF ENTERED ORDER AND SERVICE LIST

Notice is given by the court that a judgment or order entitled ORDER PURSUANT TO 11 U.S.C. 105 AND 363 AUTHORIZING ON A FINAL BASIS FOR AN INTERIM PERIOD FROM MAY 19, 2010, TO AND THROUGH JUNE 3, 2010, THE DEBTORS TO (A) EMPLOY AND RETAIN FTI CONSULTING, INC. TO PROVIDE CHIEF RESTRUCTURING OFFICER AND TEMPORARY EMPLOYEES, AND (B) TO DESIGNATE MATTHEW PAKKALA AS CHIEF RESTRUCTURING OFFICE was entered on the date indicated as Entered on the first page of this judgment or order and will be served in the manner indicated below: I. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s), the foregoing document was served on the following person(s) by the court via NEF and hyperlink to the judgment or order. As of June 2, 2010, the following person(s) are currently on the Electronic Mail Notice List for this bankruptcy case or adversary proceeding to receive NEF transmission at the email address(es) indicated below. Todd M Arnold tma@lnbrb.com Ron Bender rb@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov Michael J Heyman michael.heyman@klgates.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Michael B Lubic michael.lubic@klgates.com Jacqueline L Rodriguez jlr@lnbrb.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Sharon Z Weiss sharon.weiss@hro.com Jasmin Yang jyang@swlaw.com Service information continued on attached page II. SERVED BY THE COURT VIA U.S. MAIL: A copy of this notice and a true copy of this judgment or order was sent by U.S. Mail to the following person(s) and/or entity(ies) at the address(es) indicated below: Westcliff Medical Laboratories, Inc. 1821 E. Dyer Road, #100 Santa Ana, CA 92705 Service information continued on attached page III. TO BE SERVED BY THE LODGING PARTY: Within 72 hours after receipt of a copy of this judgment or order which bears an Entered stamp, the party lodging the judgment or order will serve a complete copy bearing an Entered stamp by U.S. Mail, overnight mail, facsimile transmission or email and file a

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proof of service of the entered order on the following person(s) and/or entity(ies) at the address(es), facsimile transmission number(s) and/or email address(es) indicated below: Matthew.pakkala@fticonsulting.com

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January 2009

Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

F 9021-1.1

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