from SC 13D
1 page
<page> Exhibit 1 Richard Braun July 19, 1999 Mr. Jeffrey Michael Enstar, Inc. 6475 City West Parkway Eden Prairie, Mn 55344 Dear Jeff: Thank You for Your Letter of July 13, 1999, Conveying an Offer to Purchase the Minority Shares in Enstar for $12.50 Per Share, in Cash. During the Ensuing Days, Our Respective Advisors Have Discussed the Terms of the Offer and I Understand We Have Arrived at Somewhat Modified Terms. the Principal Terms Are: - Enstar Acquisition, Inc. (To Be Formed) and Enstar, Inc. Will Merge. - Purchase Price Per Share of $12.50 to the Non-Michael Family Shareholders. - Corvel Price Collar of $20.00 to $26.00 Per Share. if the Dollar Weighted Trading Price of Corvel Exceeds $26.00 During the 15 Trading Days Prior to Closing, Enstar, via the Special Committee, May Terminate the Transaction. if the Dollar Weighted Trading Price of Corvel Is Less Than $20.00 During Such 15 Trading Day Period, the Michael Family May Terminate the Transaction. - The Merger Will Require Approval of a Majority of the Non-Michael Family Shares (Proxies Not Returned Will Not Be Counted as Voted; Proxies Returned but Not Voted Shall Be Counted as a Vote in Favor). - If Dissenters' Rights Are Exercised With Respect to More Than Five Percent of the Outstanding Shares, the Michael Family Will Have the Option to Terminate the Transaction. - These Terms Are Subject to Negotiation and Execution of a Definitive Merger Agreement. Acting as the Enstar Special Committee of the Board, I View These as Acceptable Terms for the Minority Shareholders And, Subject to Execution of a Definitive Agreement, Would Recommend That the Shareholders Approve the Merger. <page> Mr. Jeffrey J. Michael Page Two July 19, 1999 if These Terms Are Acceptable to You, Please Sign Below and Return a Copy of This Letter to Me. We Can Then Proceed to Execute a Definitive Agreement. Very Truly Yours, /S/ Richard Braun - Richard Braun Agreed: /S/ Jeffrey J. Michael - Jeffrey J. Michael
