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RON BENDER (SBN 143364) FILED & ENTERED JACQUELINE L. RODRIGUEZ (SBN 198838) TODD M. ARNOLD (SBN 221868) JOHN-PATRICK M. FRITZ (SBN 245240) JUN 16 2010 LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 CLERK U.S. BANKRUPTCY COURT Telephone: (310) 229-1234; Facsimile: (310) Central District of California 229-1244 CLERK BY ngo DEPUTY Email: rb@lnbrb.com;jlr@lnbrb.com;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 ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746 Chapter 11 Cases STIPULATED ORDER GRANTING DEBTORS EMERGENCY MOTION FOR ENTRY OF AN ORDER: (1) AUTHORIZING THE CONTINUED USE OF CERTAIN PORTIONS OF THE DEBTORS CASH MANAGEMENT SYSTEM, AND (2) AUTHORIZING THE MAINTENANCE OF CERTAIN OF THE DEBTORS EXISTING BANK ACCOUNTS Court Scheduled Hearing: Date: May 27, 2010 Time: 11:00 a.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701-4593

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On May 27, 2010, the Court held a hearing on the emergency 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 motion (the Motion) filed by Westcliff Medical Laboratories, Inc. (Westcliff) and Biolabs, Inc. (Biolabs), the debtors and debtors in possession in the above-entitled Chapter 11

bankruptcy cases (the Debtors), for the entry of an order: (1) authorizing Debtors the continued management use of certain and (2) portions of the the

cash

system,

authorizing

maintenance of certain of the Debtors existing bank accounts, and for other related relief. the record. Having considered the Motion and the evidence submitted in support thereof, and the arguments of counsel for the Debtors and the Office of the United States Trustee (the OUST) made during the hearing, and having been informed that the Debtors pre-petition Operating, Payroll and Refund Accounts (as those terms were defined in the Motion) have been closed post-petition and new general operating, have been payroll and refund and debtor-infound Appearances were as set forth on

possession

accounts

established,

having

notice to have been appropriate under the circumstances and the relief requested necessary to avoid immediate and irreparable harm, and for the reasons set forth on the record: THE COURT HEREBY ORDERS AS FOLLOWS: 1. the Motion, as modified by the Debtors with the

consent of the OUST, during the hearing, is granted; 2. the capitalized terms in this Order will have the same

meanings given to them in the Motion; 3. the Debtors are hereby authorized to maintain their

cash management system and the following pre -petition accounts open (the Pre-Petition Non-Central Accounts) without the need

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to convert the Pre-Petition Non-Central Accounts to debtor-in1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4. possession accounts: a. b. c. d. the Medicare Account; the Insurance Payment Account; the First Lock Box Account; and the Second Lock Box Account;

the Debtor shall transfer all funds deposited into the

Pre-Petition Non-Central Accounts into a debtor-in-possession account at the end of each business day; 5. to the extent that U.S. Bank and/or Bank of New York

Mellon (jointly referred to as the Banks) have placed any administrative holds or freezes on the Debtors pre-petition bank accounts, the Banks are hereby ordered to release all such holds and/or freezes immediately; and /// /// /// /// /// /// /// /// /// /// /// /// /// /// ///

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6.

the

Banks

are

further

instructed

not

to

take

any

actions that would prevent the Debtors from complying in full with the requirements of this Order. APPROVED AS TO FORM: OFFICE OF THE UNITED STATES TRUSTEE, /s/ Nancy Goldenberg (original signature attached as PDF) ___________________________________ By: Nancy Goldenberg Staff Attorney Office of the United States Trustee WESTCLIFF MEDICAL LABORATORIES, INC. and BIOLABS, INC., /s/ Jacqueline L. Rodriguez (original signature attached as PDF) _______________________________________________________ By: Jacqueline L. Rodriguez Levene, Neale, Bender, Rankin & Brill L.L.P. Attorneys for Debtors and Debtors in Possession

IT IS SO ORDERED. ###

DATED: June 16, 2010

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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

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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

A true and correct copy of the foregoing document described as [PROPOSED] STIPULATED ORDER GRANTING DEBTORS EMERGENCY MOTION FOR ENTRY OF AN ORDER: (1) AUTHORIZING THE CONTINUED USE OF CERTAIN PORTIONS OF THE DEBTORS CASH MANAGEMENT SYSTEM, AND (2) AUTHORIZING THE MAINTENANCE OF CERTAIN OF THE DEBTORS EXISTING BANK ACCOUNTS 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 1, 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 1, 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 1, 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. VIA MESSENGER SERVICE Hon. Theodor Albert United States Bankruptcy Judge United States Bankruptcy Court 411 West Fourth Street, Courtroom 5B 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 1, 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:

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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

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) The 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 (specify) STIPULATED ORDER GRANTING DEBTORS EMERGENCY MOTION FOR ENTRY OF AN ORDER: (1) AUTHORIZING THE CONTINUED USE OF CERTAIN PORTIONS OF THE DEBTORS CASH MANAGEMENT SYSTEM, AND (2) AUTHORIZING THE MAINTENANCE OF CERTAIN OF THE DEBTORS EXISTING BANK ACCOUNTS 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 (ANEF@) 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 1, 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 United States Mail, first class, postage prepaid, 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

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Service information continued on attached page

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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 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:

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CERTIFICATE OF NOTICE
User: admin Form ID: pdf031 Page 1 of 1 Total Noticed: 23

District/off: 0973-8 Case: 10-16743

Date Rcvd: Jun 16, 2010

The following entities were noticed by first class mail on Jun 18, 2010. db +Westcliff Medical Laboratories, Inc., 1821 E. Dyer Road, #100, Santa Ana, CA 92705-5700 aty +Andy Kong, Arent Fox LLP, 555 W Fifth St Ste 4800, Los Angeles, CA 90013-1065 aty Aram Ordubegian, Arent Fox LLP, 555 W 5th St 48th Fl, Los Angeles, CA 90013-1065 aty Carol J Fogleman, Burke Williams & Sorensen LLP, 2280 Market St, Ste 300, Riverside, CA 92501-2121 aty +Jacqueline L Rodriguez, 10250 Constellation Blvd Ste 1700, Los Angeles, CA 90067-6253 aty +Jeffrey K Garfinkle, Buchalter Nemer, 18400 Von Karman Ave Ste 800, Irvine, CA 92612-0514 aty Jennifer Witherell Crastz, 15910 Ventura Blvd 12th Flr, Encino, CA 91436-2829 aty +John-patrick M Fritz, Levene Neale Bender Rankin et al, 10250 Constellation Blvd Ste 1700, Los Angeles, CA 90067-6253 aty +Justin E Rawlins, 333 S Grand Ave 38th Fl, Los Angeles, CA 90071-1504 aty +Mark D Houle, Pillsbury Winthrop Shaw Pittman LLP, 650 Town Center Dr, 7th Floor, Costa Mesa, Ca 92626-1989 aty +Michael B Lubic, 601 S Figueroa St Ste 1500, Los Angeles, CA 90017-5720 aty +Michael J Heyman, 10100 Santa Monica Blvd, 7th Flr, Los Angeles, CA 90067-4003 aty Nancy S Goldenberg, 411 W Fourth St Ste 9041, Santa Ana, CA 92701-8000 aty +Richard L Barnett, 5450 Trabuco Road, Irvine, CA 92620-5704 aty +Rodger M Landau, Landau Gottfried & Berger LLP, 1801 Century Park E Ste 1460, Los Angeles, CA 90067-2316 aty +Ron Bender, 10250 Constellation Blvd Ste 1700, Los Angeles, CA 90067-6253 aty +Sharon Z Weiss, Holme Roberts & Owen LLP, 800 W Olympic Blvd 4th, Los Angeles, CA 90015-1360 aty +Todd M Arnold, Levene, Neale, Bender, Rankin & Bri, 10250 Constellation Blvd Ste 1700, Los Angeles, CA 90067-6253 ust +United States Trustee (SA), 411 W Fourth St., Suite 9041, Santa Ana, CA 92701-8000 cr +Beckman Coulter, Inc., c/o Hemar, Rousso & Heald, LLP, 15910 Ventura Blvd., 12th Floor, Encino, CA 91436-2802 cr City of Wildomar, c/o Burke, Williams & Sorensen, LLP, 2280 Market Street, Suite 300, Riverside, CA 92501-2121 cr +Enterprise Rent-A-Car of Los Angeles, dba Enterpri, 17210 South Main Street, Attn: Michael Gerges, Gardena, CA 90248-3130, UNITED STATES OF AMERICA intp +Laboratory Corporation of America, c/o K&L Gates LLP, 10100 Santa Monica Blvd., 7th Floor, Los Angeles, CA 90067-4003 The following entities were noticed by electronic transmission. NONE. intp crcm cr cr cr cr intp ***** BYPASSED RECIPIENTS (undeliverable, * duplicate) ***** Courtesy NEF Creditors Committee Grifols USA LLC Health Net, Inc. Mission Hospital Regional Medical Center dba Missi Roche Diagnostics Corporation Specialty Laboratories, Inc. TOTALS: 7, * 0 Addresses marked + were corrected by inserting the ZIP or replacing an incorrect ZIP. USPS regulations require that automation-compatible mail display the correct ZIP. TOTAL: 0

I, Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entities in the manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information and belief. Meeting of Creditor Notices only (Official Form 9): Pursuant to Fed. R. Bank. P. 2002(a)(1), a notice containing the complete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy contains the redacted SSN as required by the bankruptcy rules and the Judiciarys privacy policies.

Date: Jun 18, 2010

Signature: