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EXHIBIT 10.11
LASER VISION CONSULTANTS, LLC
000 XXXXXXXXX XXXXXX, XXXXX 000
XXX XXXXXXX, XX 00000
May 9, 1996
Xxxxxx Xxxxxxx, M.D., President
Vista Laser Centers of the Pacific, Inc.
000 Xxxxxx Xxx.
Xxxxxxxxxx, XX 00000
Re: Letter of Intent
Dear Xx. Xxxxxxx,
This letter, when executed by all parties, will constitute a binding
letter of intent and an agreement in principle for the acquisition of
substantially all of the assets of Laser Vision Consultants, LLC, a California
limited liability company ("Laser Vision"), excluding accounts receivables and
cash on hand, by Vista Laser Centers of the Pacific, Inc, a Nevada corporation
("VLC-PAC").
The purpose of this letter is to set forth the principal terms and
conditions of our agreement with respect to the acquisition. Notwithstanding
anything to the contrary set forth in this letter, this acquisition is
conditioned upon the completion by VLC-Pac of an initial public offering of its
shares at least 30 days prior to December 31, 1996.
Acquisition. VLC-PAC shall acquire substantially all of the assets of
Laser Vision, excluding cash and accounts receivables (ie "Acquired Assets"),
for a purchase price of $607,105.00; this amount includes: (i) $100,000 paid in
capital by its members; (ii) market value of Laser effective May 1 of $482,105;
and (iii) purchase of exam and office equipment for $25,000. Such amount shall
be paid in one lump sum cash payment at the closing which shall take place no
later than 30 days after completion of the initial public offering of shares by
VLC-PAC (the "IPO"). Out of these proceeds Laser Vision will pay off all
liabilities encumbering the acquired assets. In the event that such closing does
not take place by December 31, 1996 and unless the parties agree otherwise in
writing, this agreement shall end and, other than an expressly set forth herein,
the parties shall have no further obligations hereunder.
The parties acknowledge and agree that more definitive agreements need
to be prepared setting forth with greater specificity all of the terms,
covenants, representations and conditions of our agreement with respect to the
acquisition. These agreements include, without limitation, an acquisition
agreement. The parties agree to complete these agreements in an expeditious
manner following the closing of the IPO so that the closing can take place no
later than 30 days after the closing of the IPO.
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Xxxxxx Xxxxxxx, M.D., President
May 9, 1996
Page 2
LEASE. Effective June 1,1996, and until the purchase of the Acquired
Assets, or in the event that the Acquired Assets are not purchased by December
31, 1996, for so long as the parties agree, VLC-PAC shall lease Summit Excimer
Laser owned and operated by Laser Vision and located at 00000 X. 00xx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx (the "Center"), in accordance with the terms hereof
which are further in a definitive lease (the "Lease"). Monthly lease payments
for Summit Excimer Laser will be $11,015.43 beginning 6/1/96 and continuing
until the acquisition of Laser Vision is completed. VLC-PAC shall further
sublease the premises at which the Center is located, on a triple net basis, and
pursuant to a sublease agreed upon by the parties, for a rental of $650.00 per
month, plus certain costs required to be paid by Laser Vision under the master
lease between Laser Vision and the San Leandro Surgery Center, plus $25.00 per
hour for the use of a technician provided by the San Leandro Surgery Center in
accordance with the master lease.
ADVERTISING AND LEADS. VLC-PAC shall be responsible for all advertising
for services to be provided by the Center on and after June 1, 1996 and so long
as this letter or the lease is in effect. All leads generated from patients
residing or working in Alameda, Contra Costa, and Stanislaus Counties and within
a 20 mile radius of the City of Sonora, California (the "Laser Vision Area"),
resulting from the advertising provided hereunder will be forwarded to Laser
Vision on an exclusive basis. This provision will survive the termination of
this letter agreement and the Lease.
INDEMNITY. Laser Vision agrees to indemnify, protect, defend and hold
VLC-PAC harmless from all claims, expenses, costs and liabilities, including
without limitation attorney fees, arising from any of Laser Vision's activities
prior to the leasing of the Center to VLC-PAC. VLC-PAC agrees to indemnify,
protect, defend and hold Laser Vision and its members harmless from all claims,
expenses, costs and liabilities, including without limitation attorney fees,
arising from any of the Center's activities following the leasing of the Center
to VLC-PAC.
ACCESS AND CONFIDENTIAL INFORMATION. Each party to the acquisition will
have the right to inspect all of the books and records of the other party prior
to the completion of the acquisition. Each party to this agreement agrees to
keep all of the proprietary information provided to that party by the other
party hereto confidential and further agrees to not use for its own or any other
person's benefit or disclose such information to third parties without the
consent of the party supplying the information, unless such party is legally
required to disclose such information. Unless otherwise agreed upon by the
parties, each of the parties agrees to maintain the confidentiality of the terms
of the transactions contemplated by this agreement.
TERMINATION AND NEGOTIATIONS WITH OTHERS. This agreement will terminate
upon the earlier to occur of (a) mutual agreement, (b) upon notice by a party of
the breach by the other party of any obligation set forth in this agreement or
(c) if the acquisition is not closed by December 31, 1996, unless the parties
agree to extend such date. During the period this agreement is in effect, Laser
Vision will not negotiate with any other party to sell the assets associated
with the Center and VLC-PAC shall not negotiate with any other party to acquire
by lease or otherwise, an excimer laser in the Laser Vision Area.
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Xxxxxx Xxxxxxx, M.D., President
May 9, 1996
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COMPLETE AGREEMENT. This letter is the complete agreement as of the
date hereof among the parties with respect to the subject matter of this
agreement and supersedes all prior discussions.
Please indicate your agreement with the foregoing by signing this
letter agreement below and returning a signed copy of this letter to me by
___________________, 1996. Once this letter is signed by all parties, it will be
deemed to be in effect and will bind all parties. Also once this agreement is
executed, the parties will enter into a definitive Lease and sublease
incorporating the relevant provisions hereof.
We look forward to hearing from you.
Very truly yours,
LASER VISION CONSULTANTS, LLC
By:_____________________________________ By:________________________________
Xxxxxxx X. Xxxxxx, M.D., Manager Xxxx X. Xxxxxx, M.D., Manager
AGREED AND ACCEPTED
VISTA LASER CENTERS OF THE PACIFIC, INC.
By:_____________________________________
J. Xxxxxx Xxxxxxx, M.D., Chairman
and Chief Executive Officer
