To: RSkarsten who wrote (402 ) 7/26/2000 8:04:19 PM From: Silver Fox Respond to of 409 NHLT PRESS RELEASE! News July 26, 17:11 Eastern Time National Health & Safety Files Proposed Third Amended Joint Plan of Reorganization HORSHAM, Pa., Jul 26, 2000 /PRNewswire via COMTEX/ -- National Health & Safety Corporation (OTC Bulletin Board: NHLT) announced today that it has filed a Third Amended Disclosure Statement With Respect to the Third Amended Joint Plan of Reorganization for approval by the Bankruptcy Court and consideration by its Creditors and Stockholders. For some time National Health & Safety Corp. ("the Company") and MedSmart Healthcare Network, Inc. together with KJE, Ltd. (the Companies "Co-Proponents") have experienced delays in the Court's approval of a Plan that would lead to the Reorganization of the Company. During this time the Co-Proponents have implemented changes to their businesses. The Company and the Co-Proponents have entered into an in-depth reevaluation and renegotiation of terms that would lead to a successful restructuring of the Company. A key component was the realization of the value that NHLT is a fully reporting public Corporation. The results of these considerations are outlined below. Under this current amended Plan, the Debtor has focused on reacquiring POWERx, now that MedSmart Healthcare Network, Inc. has completed the technological development of the support systems for POWERx and is now positioned to begin implementation of new Marketing programs. Under the Plan, MedSmart (including POWERx) would become a wholly owned subsidiary of the Reorganized Debtor. The existing owners of MedSmart will receive stock in the reorganized Debtor in exchange for contributing MedSmart to the Debtor. In addition, KJE will contribute approximately $600,000.00 in working capital to the Debtor in exchange for stock in the Reorganized Debtor. Current shareholders will no longer be subject to a 10-for-1 reverse split. MedSmart has greatly improved, streamlined and further developed POWERx. In short, MedSmart has, at a cost of approximately $1.4 million, turned POWERx into a turnkey Internet eCommerce business-to-business and business-to-consumer service provider. MedSmart has also established in Dallas, Texas a new state-of-the-art customer service facility equipped and furnished for 16 customer service representatives. The Company believes that this joining of resources and technology produces the basis for an exciting and dynamic reorganization. The economics are extremely compelling. POWERx is well positioned for a major Market Launch. Under this proposed Plan of Reorganization the Unsecured Creditors will receive Series A Equity Units in exchange for their claims. Each creditor will receive one Equity Unit for each $1.00 allowed claim. Each Equity Unit consists of one (1) share of Preferred Stock and one (1) Class A Warrant. Each share of the Preferred Stock is convertible into five (5) shares of Common Stock. The Class A warrant can be exercised (at $1.00) for a share of Common Stock and an additional Class B Warrant for another share of Common Stock (at $1.50). Details are included in the Disclosure Statement. After this proposed reorganization, the Reorganized Debtor will have a restructured balance sheet taking it from its current stockholder's deficiency of approximately $4.5 million (as set forth in the Debtor's most recent 10KSB) to a post-reorganization positive net book value of approximately $2.4 million, while carrying essentially no debt. This represents a net positive change of approximately $6.9 million. The Court has set a hearing for August 21, 2000 to review the Disclosure Statement describing this most recent proposal. Upon approval of this Disclosure Statement and its Related Plan of Reorganization, the Company will then be permitted to distribute and solicit acceptances of the PLAN by its creditors and shareholders. The Management of the Company believes that this Plan represents a viable business opportunity for all interested parties and an exciting future for National Health & Safety Corp. For further information please visit the Company's web sites at nhlt.com and powerx.net . Safe Harbor Statement Investors should carefully consider the preceding information as well as other information contained in this press release before making an investment in the Common Stock. Information contained in this press release contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof or given that the future results covered by such forward-looking statements will be achieved. The preceding matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results covered in such forward-looking statements. Other factors could also cause actual results to vary materially from the future results covered in such forward-looking statements. SOURCE National Health & Safety Corporation CONTACT: James Kennard of National Health & Safety, 215-682-7114 URL: powerx.net nhlt.com http://www.prnewswire.com (C) 2000 PR Newswire. All rights reserved. KEYWORD: Pennsylvania INDUSTRY KEYWORD: HEA SUBJECT CODE: RCN