EXHIBIT (10)(k)
PURCHASE & SALE AGREEMENT
This Agreement is entered into this 31st day of March, 1997 between AMATECH
Corporation located at 000 Xxxx Xxxxxx, Xxxxx, Xx 00000 (Amatech) and NuMED
Surgical, Inc. residing at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000
(NuMED).
1.0 PURCHASE PRICE
Amatech agrees to pay $65,000 cash and assume $22,000 of NuMED payables owed to
Amatech for the following:
2.0 ASSETS PURCHASED
2.01 $42,000 of NuMED receivables to be collected as follows:
- 60% of all NuMED receipts must be paid directly to Amatech on a
weekly basis, until Amatech has been paid $42,000.
- If NuMED payables to Amatech exceed $22,000 at the time of
signing, Amatech shall increase it's share of NuMED receivables by
the same corresponding amount, said additional amount is to be
comprised of the first receivables collected by NuMED.
2.02 Patient positioning training aids, demo table, product artwork,
product photos, sales leads
2.03 All rights to contact and conduct business with NuMED customers,
dealers, distribution affiliates and all sales channels utilized by NuMED
for patient positioning products, pads and disposables.
2.04 All NuMED customer files, information, and sales history pertaining
to patient positioning products, disposables and pads.
2.05 NuMED's 800 phone line.
2.06 Any and all other assets pertaining to the business of design,
manufacture, sales or marketing of patient positioning products,
disposables and pads.
2.07 All inventory of patient positioning products, disposables and pads,
including but not limited to those outlined in schedule "A".
3.0 TERMS AND CONDITIONS
3.01 Xxxxxxx Xxxxxx must be freed from any employment agreement(s), and
all obligations contained therein, or guarantee(s) associated with NuMED
including but not limited to non-compete agreement(s) or clause(s),
customer/dealer/distribution confidentiality agreement(s) and loan
guarantee(s).
3.02 Amatech shall not assume any liabilities of NuMED (except as outlined
in Section 3.05 of this Agreement) and to that end NuMED agrees to hold
Amatech harmless from any such liabilities and further agrees to make every
effort to protect Amatech from any such liabilities.
3.03 NuMED warrants that the receivables are free of encumbrances.
3.04 Amatech will honor any and all warranty claims on Amatech products
sold by NuMED.
3.05 NuMED shall not assume any liabilities related to Amatech Product
sold by NuMED and to that end Amatech agrees to hold NuMED harmless from
any such liabilities and further agrees to make every effort to protect
NuMED from any such liabilities.
4.0 CLOSING
4.01 The closing of the transaction shall be upon the signing of this
Agreement and the receipt of a certified check from Amatech by NuMED.
Effective date of this Agreement is March 31, 1997.
This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof, and may not be amended except in writing signed by
the parties hereto.
AMATECH CORPORATION
BY: Xxx Xxx Xxxxxxxxx
Signature: /s/ Xxx Xxx Xxxxxxxxx
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Title: President
NUMED SURGICAL, INC.
By: Xxxxx X. Xxxxxx
Signature: /s/ Xxxxx X. Xxxxxx
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Title: CEO and Chairman
By: Xxxxxxx X. Xxxxxx
Signature: /s/ Xxxxxxx X. Xxxxxx
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Title: President/Director
By: Xxxxxx Xxxxxx
Signature: /s/ Xxxxxx Xxxxxx
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Title: Director
