EXHIBIT 10.1
OFFER TO PURCHASE BUSINESS AND STOCK
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ALLIED MED INC., Oregon corporation ("Buyer") offers to purchase all
shares and business assets including but not limited to, equipment, inventory,
customer lists, and books and records of DERMAGEN, INC., a California
corporation, from Praku "Xxxx" Xxxxx represents 100% shareholders ("Seller") on
the following terms:
1. Sale to be through Escrow. Parties to open escrow with a
recognized reputable business escrow company in Los Angeles or
Orange County. Customary escrow instructions to be signed in
accordance with the terms of this Agreement, Escrow to close
30 days from opening, parties to split escrow fees equally;
2. Price to be One Hundred Twenty Thousand Dollars $120,000.00
payable at close of escrow less escrow fees and any approved
adjustments.
3. Contingencies. Sale and close of escrow subject to Buyer's
written approval of the following contingencies (time computed
from date Escrow is opened). Seller to cooperate with Buyer's
inspection and appraiser, Buyer to pay inspection and
appraisal costs:
a. Inspection of Dermagen's Books, Records and licenses
- 21 days;
b. Inspection of Dermagen's physical plant, inventory
and equipment - 21 days;
c. Appraisal of assets to be transferred by reputable
independent business appraiser - Appraisal must be
not less than purchase price - 28 days.
4. Seller to deliver all assets/shares free and clear of liens,
loans, claims and debts. All licenses and permits to be
current. Bulk Sale Notice requirements to be complied with at
Seller's expense. All applicable taxes, insurance, rent and
employee salaries to be prorated to close of escrow.
5. Notices. Approvals/Notices to be sent to the parties by fax
and US mail at the following address:
Buyer: Fax 000-000-0000, 000 X. Xxxxxx Xx. #000,
Xxxxxxx Xxxxx, XX 00000.
Seller: Fax 000-000-0000, 000 X. Xxxxxxx Xxxxx Xx.,
Xxxxxxx, XX 00000.
ALLIED MED, INC.
/s/Xxxx Xxxx /s/ Xxxxxxx Xxxxx
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Authorized Signature Prakash "Xxxx" Xxxxx
7/22/2005 7/22/05
