XXXXXXX ENTERPRISES, INC.
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Xx. Xxxxxxx X. Xxxxx, Jr.
President and CEO
Health Outcomes Management, Inc.
0000 Xxxxxxxxxx Xxxxxx X.X.
Minneapolis, MN 55414
Re: Preserve Rexall Drug Assets
Dear Mr. Xxxxx:
This letter will represent our agreement with respect to the purchase
by Health Outcomes Management, Inc. ("HOM") of certain assets of Xxxxxxx
Enterprises, Inc. ("SEI") used in the operation of the Preserve Rexall Drug at
0000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxx. This letter represents a
binding agreement between SEI and HOM with respect to the above-referenced
matter.
1. Assets Sold. Attached hereto as Exhibit A is a list of the assets
sold by SEI to HOM pursuant to this agreement (the "Purchased Assets"). The
Purchased Assets represent the only assets sold by SEI to HOM; and, the parties
specifically agree that SEI is not selling to HOM any inventory, cash or cash
equivalents, accounts receivables, claims for money or other personal property.
2. Terms. In consideration for the Purchased Assets, HOM shall pay to
SEI the sum of Forty Thousand and No/100 Dollars ($40,000.00) (the "Purchase
Price"). The Purchase Price shall be payable as follows:
a. Ten Thousand and No/100 Dollars ($10,000.00) by certified
or cashier's check as the good funds due upon the execution of this
Agreement, the receipts of which is hereby acknowledged by SEI; and
b. The balance of Thirty Thousand and No/100 Dollars ($30,000)
payable in eleven (11) equal monthly installments of Two Thousand Seven
Hundred Twenty Seven and 27/100 Dollars ($2,727.27) without interest
commencing May 1, 1997, and on the first day of each month thereafter
until paid in full.
3. Security for Obligations. As security for HOM's obligations under
this Agreement, HOM shall provide SEI with a first priority security lien on the
Purchased Assets which security interest shall be evidenced by a security
agreement and UCC-1 financing statement in a form satisfactory to SEI.
4. Use of Space. From the Date of Transition (as hereinafter defined)
through the date SEI vacates its space ("Occupancy Termination Date") at the
Preserve Village Shopping Center ("Shopping Center"), it shall permit HOM to use
its pharmacy space ("Pharmacy Area") for the purpose of operating a retail
pharmacy drug store. In addition, SEI will provide HOM with an area adjacent to
the Pharmacy Area consisting of approximately 50 linear feet of fixtures to
display and sell other merchandise from the Date of Transaction through the
Occupancy Termination Date. Except as provided for herein, HOM's use of such
space shall be without cost and expense. HOM acknowledges that SEI shall provide
HOM with the right to use this space from the Date of Transition through the
Occupancy Termination Date and HOM's right to use or occupancy of any space in
the Shopping Center thereafter shall be subject to the agreement, if any,
between HOM and Xxxxx Enterprises, Inc., as Landlord of the Shopping Center.
5. Transition. SEI shall remove all of its inventory and personal
property other than the Purchased Assets from the Pharmacy Area on or before
Thursday, April 3, 1997 (the "Date of Transition"). Thereafter and through the
Occupancy Termination Date, HOM shall have the right to use the Pharmacy Area
for operation as a retail pharmacy drug store. HOM shall be responsible for
stocking and supplying all of its inventory, cash and other personal property
necessary for the operation of the retail pharmacy drug store.
6. Transition Assistance. From the Date of Transition to the Occupancy
Termination Date, SEI shall make available Xx. Xxxxxxxx Xxx to work as a
pharmacist in the Pharmacy Area operated by HOM (provided Mr. Xxx is an employee
of SEI and subject to regularly scheduled vacations by Mr. Xxx). Mr. Xxx shall
be made available for a schedule of approximately 45 to 50 hours a week, which
schedule shall be mutually agreeable to SEI and HOM. During this period of time,
SEI will maintain Mr. Xxx on its payroll. HOM shall reimburse SEI, on a weekly
basis, for an amount equal to the base salary of Mr. Xxx plus the exact cost of
all additional employment related costs and benefits paid by SEI with respect to
Mr. Xxx, including, but not limited to employment taxes, health and life
insurance benefits, 401(k) benefits, etc. SEI shall submit an invoice of the
amount due by HOM for the services provided by Mr. Xxx on a weekly basis which
amount shall be payable upon receipt of said invoice. In addition, from the Date
of Transition through April 10, 1997, SEI shall make available one additional
pharmacist which shall provide backup and support duties at the retail pharmacy
drug store operated by HOM. The additional pharmacist shall be made available
without cost or expense to HOM. Any additional employees, including additional
pharmacists, pharmacist technicians or other employees necessary by HOM for the
operation of its retail pharmacy drug store shall be provided by HOM at its own
cost and expense.
7. Other Employment Matter. XXX agrees that HOM may interview and offer
employment to Mr. Xxx at any time subsequent to the Date of Transition. In the
event Mr. Xxx accepts employment with HOM, SEI's obligations under paragraph 6
of this agreement shall terminate. Furthermore, for a period on one (1) year
following the Date of Transition, HOM shall not directly or indirectly, call
upon, solicit or otherwise employ or contract with any existing employees of SEI
or induce or offer a third party to induce any employees of SEI to discontinue
their employment with SEI.
8. Computer Support Services. SEI will authorize its pharmacy computer
support service provider ("Viking") to provide HOM with access to the necessary
and appropriate pharmacy files and records for those customers of the Preserve
Rexall Drug Store. HOM shall be responsible for all costs and expenses due to
Viking for providing such additional data and ongoing computer services. SEI
acknowledges that Xxxxxx has quoted the cost of downloading the files and
records of $400 and monthly service charges of $170.
9. Insurance. From the Date of Transition and through the period of
time in which HOM is indebted to SEI, it shall keep in full force and effect at
its expense a policy or policies of public liability insurance with respect to
its operations and the premises on which it conducts its operations under
reasonable limits of liability not less than $1,000,000.00 or such greater
coverage, and it shall name SEI as an additional insured on such insurance. HOM
shall provide such reasonable evidence of insurance as requested from time to
time by XXX.
10. NABP No. SEI shall xxxxx XXX the right to use its NABP number for
the drug store located at 0000 Xxxxxxxx Xxxxx Xxxxxxx. The parities agree that
all checks, payments, credits, claims for refunds provided pursuant to the NABP
number for the period prior to the Date of Transition are and shall belong to
SEI.
11. Indemnification. SEI shall indemnify and hold HOM harmless from and
against any claims, expenses, or liabilities attributable to its operation of
the retail pharmacy drug store prior to the Date of Transition. HOM shall
indemnify and hold SEI harmless from and against any claims, expenses or
liabilities attributable to its operation of the retail drug store subsequent to
the Date of Transition.
12. Miscellaneous Provisions.
a. From April 1, 1997, until the Date of Transition, SEI will
permit HOM to be present at its leased space in the Shopping Center for
purposes of answering telephone calls and transitioning the retail drug
store business.
b. SEI will provide HOM with access to the pharmacy from the
southern most main entrance to the SEI leased space in the Shopping
Center. HOM acknowledges that SEI will be using the balance of its
space for inventory, packing and removing of various personal property
and other items incidental to the use of its space. HOM's operations
will not interfere with SEI's use of its leased space.
x. XXX will be responsible for all of its signage; provided,
however, SEI shall cooperate until HOM and permit HOM to display
temporary signage prior to the Occupancy Termination Date.
d. Prior to the Date of Transition, SEI will remove all of its
inventory, personal property, and non purchased assets from the
Pharmacy Area and the other areas available to HOM for use as a retail
pharmacy drug store.
e. This Agreement shall be construed under and interpreted
according to the laws of the state of Minnesota.
f. This Agreement shall be binding upon the parties and their
successors and assigns.
g. From the Date of Transition, SEI will not directly or
indirectly solicit or induce any customers of the Preserve Rexall Drug
to transfer their business to any other pharmacy operated by SEI.
x. XXX is not purchasing and shall have no right to use the
term "Rexall" in its retail drug store operations.
i. The parties hereto each agree that they have full authority
to enter into this Agreement and it represents the valid and binding
obligation of each of the respective parties.
j. In the event that SEI and Jerry's Enterprises, Inc. ("JEI")
fail to close the pending transaction regarding the Shopping Center,
SEI will return to JEI all sums paid by HOM pursuant to Paragraph 2 of
this Agreement and this transaction shall become null and void in its
entirety. In such event, HOM shall and does hereby agree that the
Purchased Assets shall remain the property of SEI and both parties'
obligations under this Agreement shall terminate without further
obligation or liability.
Please indicate your acceptance and agreement to the terms of this
Agreement by your signature below.
Very truly yours,
XXXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Its: President/CEO
Agreed to and Accepted:
HEALTH OUTCOMES MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx, Jr.
--------------------------------
Its: President/CEO
EXHIBIT A
Purchased Assets
All pharmacy files and complete records of all patients who received
prescriptions from the Preserve Rexall Drug Store from January 1, 1994.
All fixtures located within the pharmacy area operated by SEI at the store known
as Preserve Rexall Drug.
The Pharmacy cash register.
All other personal property used in the pharmacy that has not been removed by
SEI as of the Date of Transition.
The phone number for the drug store (941-4900).
