Exhibit 10.2
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated November 1, 2001 is between Spectrum Meditech Inc.
("Seller ") and Sharps Elimination Technologies, Inc. ("Buyer");
1. Buyer does hereby purchase from Seller, and Seller does hereby sell to
Buyer all of Seller's right, title, and interest in the assets described on
Exhibit A.
2. In consideration for the sale of these assets the Buyer agrees to
assume and pay when due those liabilities of Seller listed on Exhibit B.
3. Seller has the legal power and right to enter into and perform this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach or termination of any provision of, or
constitute a default under, any indenture, mortgage, deed or trust, or other
agreement or instrument to which the Seller is a party or by which the Seller
may be bound. The consummation of this Agreement and the performance by the
Seller of all acts contemplated by this Agreement is a valid corporate act of
the Seller and has been approved by the Seller's board of Directors and
shareholders.
SPECTRUM MEDITECH INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President
SHARPS ELIMINATION TECHNOLOGIES, INC.
By: /s/ E.M. Xxxx Xxxxxxx
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E.M. ("Mick") Xxxxxxx, Vice President
Exhibit A
Assets:
All inventory, work-in-progress, spare parts, raw materials, tools, dies
and molds relating to the Needle-Ease(TM) product.
Exhibit B
Liabilities:
` Assumption of Accounts Payable as of October 31, 2001
Assumption of all employee contracts in effect as of August 31, 2001
The parties agree that Buyer is not assuming any liabilities which the
Seller may owe to Xxxxxx Xxxxxx or Xxx Xxxxxx.