STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT is entered into as of Feburary 9, 2000,
by and between Miracor Diagnostics, Inc. hereinafter "Acquiror"); and MedSource
Holdings, Ltd., a Florida limited partnership, hereinafter referred to as
("Seller").
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Seller owns a total of 1,066,667 common shares of Miracor Diagnostics,
Inc.; and
Acquiror wishes to purchase and Seller wishes to sell, 85% of the
shares listed in the preceding paragraph (these purchased shares are referred to
herein as the "Shares"); and
The parties wish to reduce their understandings regarding the Shares to
writing in this document and to be bound by the terms and conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the
parties agree as follows:
AGREEMENT
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1. ACQUISITION. Seller is the owner of the Shares and all rights
and privileges appertaining thereto. It is the intention of
the parties hereto and by this Agreement that the Acquiror
acquire the Shares and all of Seller's rights in and to the
said purchased Shares at a price of $.001 per share in the
event that:
(a) Acquiror defaults on any of the certain three (3)
promissory notes dated February 9, 2000 between
Seller and Acquiror; and
(b) Acquiror is unable to cure said default; and
(c) Seller has not waived any or all defaults; and
(d) Seller has acquired half of all of the Acquiror's
shares in Ultra MRI Holding Corp.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and Seller agree to use
their best efforts to permit Acquiror to acquire full and
unencumbered title to the Shares. Seller hereby appoints
Acquiror as his power of attorney to execute all documents
necessary to vest total and complete ownership of the Shares
in the Acquiror.
/S/ SIGNED
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3. REPRESENTATIONS OF SELLER. Seller hereby represents and
warrants that, with respect to the Shares to be transferred,
effective this date, the representations listed below are true
and correct, to the best of his knowledge, information and
belief. Said representations are meant and intended by all
parties to apply to the Shares.
(a) Seller is the sole owner of the Shares and has the
unqualified right to transfer and dispose of the
Shares.
(b) There are no liabilities, either fixed or contingent
against the Shares.
(c) To the best of Seller's knowledge, information and
belief, the Shares are not involved in any pending
litigation or governmental investiga tion or
proceeding and, to the best knowledge of Seller, no
litigation, claims, assessments, or governmental
investigation or proceeding is otherwise threatened
against the Shares.
(d) The execution of this STOCK PURCHASE AGREEMENT will
not violate or breach any agreement, contract, or
commitment to which Seller is a party.
4. INDEMNIFICATION. Within the period provided in paragraph 5
herein and in accordance with the terms of that paragraph,
each party to this Agreement, shall indemnify and hold
harmless each other party at all times after the date of this
Agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assess
ments, judgments, costs and expenses including attorney's fees
incident to any of the foregoing, resulting from any
misrepresentations, breach of covenant or warranty or
non-fulfillment of any agreement on the part of such party
under this Agreement or from any misrepresentation in or
omission from any certificate furnished or to be furnished to
a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on
demand, for any reasonable payment made by said parties at any
time after the Closing, in respect of any liability or claim
to which the foregoing indemnity relates, if such payment is
made after reasonable notice to the other party to defend or
satisfy the same and such party failed to defend or satisfy
the same.
5. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement
shall survive the transfer of the Shares hereunder and the
consummation of the transactions contemplated hereby for two
years from the date hereof. All of the parties hereto are
/S/ SIGNED
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executing and carrying out the provisions of this Agreement in
reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any
representations, warranty, agreement, promise or information,
written or oral, made by the other party or any other person
other than as specifically set forth herein.
6. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to
time, after the effective date, each party will
execute such additional instruments and take such
action as may be reasonably requested by the other
party to confirm or perfect title to the Shares
transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.
(b) WAIVER. Any failure on the part of any party hereto
to comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
(c) NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to
have been given if delivered in person or sent by
prepaid first class registered or certified mail,
return receipt requested, to the last known address
of each party hereto.
(d) HEADINGS. The section and subsection headings in this
Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation
of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same
instrument.
(f) DISCLOSURE UNDER SECURITIES LAWS. Acquiror hereby
states that the materials, including, current
financial statements, prepared and delivered to him
have been read and understood by Acquiror, that he is
familiar with the Company, that Acquiror is acquiring
the Shares under Section 4(2), commonly known as the
private offering exemption, of the Securities Act of
1933, and that the Shares are re stricted and may not
be resold, except in reliance on an exemption under
the Act.
/S/ SIGNED
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(g) GOVERNING LAW. This Agreement was negotiated and is
being contracted for in the State of Utah and shall
be governed by the laws thereof.
(h) BINDING EFFECT AND ASSIGNMENT. This Agreement shall
be binding upon the parties hereto and inure to the
benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
This Agreement may be assigned by either party;
provided, however, that the appropriate permission
has been given by those governmen tal entities whose
permission may be necessary to effect the performance
of this Agreement.
(i) TIME. Time is of the essence.
(j) SEVERABILITY. If any part of this Agreement is deemed
to be unen forceable the balance of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
SELLER:
MedSource Holdings, Ltd.
By ///SIGNED///
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General Partner
ACQUIROR:
Miracor Diagnostics, Inc.
By ///SIGNED///
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Authorized Officer
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