EXHIBIT 10.1
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PURCHASE AND SALE AGREEMENT
This Agreement, made this 16th day of Sept. , 2002, by and between LEGENDS
ENTERPRISES, INC. a company incorporated pursuant to the laws of the State of
Oregon,18848 XX Xxxxxxx 000, Xxxxxxxxx, Xxxxxx 00000 (hereinafter referred to as
"Purchaser") and XXXX X. XXXXXXX, 00 Xxxx Xxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
(hereinafter referred to as "Seller"), who hereby agree as follows:
R E C I T A L S
WHEREAS, Purchaser is a development stage company which intends to engage
in the business of manufacturing and sale of microwave blood and fluid warmers
and blood viral inactivation activities throughout the United States and such
other geographic areas as the Board of Directors of Purchaser may so elect from
time to time in the future; and
WHEREAS, the Seller owns good and marketable title to certain assets, more
fully described in Exhibit "A", attached hereto and incorporated herein as if
set forth (the "Assets"); and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires to
sell the Assets to Purchaser pursuant to the terms and conditions contained
herein;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in consideration of the
premises and the covenants, agreements, representations, warranties and payments
hereinafter contained, the parties hereto covenant and agree as follows:
1. PURCHASE AND SALE OF ASSETS.
1.01. Purchase. Upon the terms and subject to the conditions
hereof, the Seller agrees to sell, assign and transfer to the Purchaser
and the Purchaser agrees to purchase from the Seller, all of the
Seller's right, title and interest in the Assets. A copy of the
applicable Xxxx of Sale is attached hereto and incorporated herein as
Exhibit "A".
2. PURCHASE PRICE AND PAYMENT.
2.01. Payment. Purchaser shall tender to Seller an aggregate
of 4,400,000 "restricted" (as that term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended) Common Shares
of Purchaser (the "Shares"). In addition, Purchaser shall assume a
promissory note in the principal amount of $176,000. A copy of this
Promissory Note is attached hereto as Exhibit "B".
3. ASSUMED LIABILITIES AND PAYMENT OF TAXES.
3.01. ASSUMPTION OF LIABILITIES. Other than as disclosed
herein, the Purchaser will not assume any other liabilities of the
Seller.
3.02 PERSONAL PROPERTY TAXES. At such time as the same becomes
due and payable, personal property taxes for the year 2002 shall be pro-
rated as of the Date of Closing. Thereafter, taxes and assessments shall
be the obligation of and shall be paid by
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the Purchaser.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
The Seller represents and warrants to the Purchaser as follows, with the
intent that the Purchaser shall rely thereon in entering into this
Agreement and in concluding the purchase and sale contemplated herein.
4.01. Authority to Sell. The execution and delivery of this Agreement
and the completion of the transaction contemplated hereby has been duly
and validly authorized by all necessary action on the part of the Seller
and this Agreement constitutes a legal, valid and binding obligation of
the Seller, enforceable against the Seller in accordance with its terms
except as may be limited by laws of general application affecting the
rights of creditors.
4.02. Sale Will Not Cause Default. To the best of Seller's information,
knowledge and belief, neither the execution and delivery of this Agreement,
nor the completion of the purchase and sale contemplated herein, will:
(a) violate any of the terms and provisions of any order, decree,
statute, bylaw, regulation, covenant, or restriction applicable to the
Seller or any of the Assets;
(b) result in any fees, duties, taxes, assessments or other
amounts relating to any of the Assets becoming due or payable other
than sales tax payable by Purchaser in connection with the purchase and
sale.
4.03. Assets. Except as disclosed to Purchaser by Seller herein, the
Seller owns and possesses and has a good and marketable title to the
Assets, free and clear of all mortgages, liens, charges, pledges,
security interests, encumbrances or other claims whatsoever, whether
secured or unsecured and whether arising by reason of statute or
otherwise howsoever.
4.04. Litigation. Other than as previously disclosed by Seller
to Purchaser, there is no litigation or administrative or governmental
proceeding or inquiry pending, or to the knowledge of the Seller,
threatened against or relating to the Seller or any of the Assets, nor does
the Seller know of or have reasonable grounds for believing that there is
any basis for any such action, proceeding or inquiry.
4.06. Conformity with Laws. The Seller has not sought and obtained
any governmental licenses and permits required for the conduct in the
ordinary course of the operations of the Seller's business and the uses
to which the Assets have been put.
4.07. Accuracy of Representations. No certificate furnished by or on
behalf of the Seller to the Purchaser at the time of closing in respect
of the representations, warranties or covenants of the Seller herein will
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein not misleading
and all of the representations and warranties of the Seller shall be true
as at and as if made at the time of closing.
4.08 REPRESENTATIONS RELATING TO ISSUANCE OF PURCHASER'S COMMON STOCK.
Seller hereby represents and warrants to Purchaser as follows:
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(i) The Common Shares to be acquired by Seller is solely for
his account and for investment and Seller has no plan, intention,
contract, understanding, agreement or arrangement with any person to
sell, assign, pledge, hypothecate or otherwise transfer to any person
the Shares or securities issuable on conversion thereof, or any portion
thereof;
(ii) Seller understands that neither the Shares nor the sale
thereof to him has been registered under the Securities Act of 1933,
as amended (the "1933 Act"), or under any state securities laws.
Seller understands that no registration statement has been filed
with the United States Securities and Exchange Commission, nor with
any other regulatory authority and that, as a result, any benefit which
might normally accrue to a holder of the Shares by an impartial review
of such a registration statement by the Securities and Exchange
Commission or other regulatory authority will not be forthcoming.
Seller understands that he cannot sell the Shares unless such sale is
registered under the 1933 Act and applicable state securities laws or
exemptions from such registration become available. In this connection,
Seller understands that the Purchaser has advised the Transfer Agent
for the Common Shares that the Shares are "restricted securities" under
the 1933 Act and that they may not be transferred by Seller to any
person without the prior consent of the Purchaser, which consent of
the Purchaser will require an opinion of Seller's counsel to the effect
that, in the event the Shares are not registered under the 1933 Act,
any transfer as may be proposed by Seller must be entitled to an
exemption from the registration provisions of the 1933 Act. To this
end, Seller acknowledges that a legend to the following effect will be
placed upon the certificate representing the Shares and that the
Transfer Agent has been advised of such facts:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF
REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN
EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE
AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF
THE COMPANY.
Seller understands that the foregoing legend on his certificate
for the Shares limits their value, including their value as collateral.
5. COVENANTS OF THE SELLER.
5.01. Conduct of the Business. Until the time of closing, the Seller
shall conduct the Seller's business only in the ordinary course and will
use his best efforts to preserve the Assets intact and to preserve for the
Purchaser his relationship with his lessors, suppliers, customers and
others having business relations with him.
5.02. Access by Purchaser. The Seller will give to the Purchaser and
Purchaser's counsel, accountants and other representatives full access,
during normal business hours throughout the period prior to the time of
closing, to all of the properties, books, contracts, commitments and
records of the Seller relating to all aspects of the Seller's business
relevant to the Assets acquired herein and will furnish to the Purchaser
during such period all such information as the Purchaser may reasonably
request.
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5.03. Covenants of Indemnity. The Seller, his heirs and personal
representatives, will indemnify and hold harmless the Purchaser from and
against:
(a) any and all of Seller's liabilities, whether related to the
Assets or otherwise, whether accrued, absolute, contingent or
otherwise, existing at the time of closing hereof;
(b) any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty, non-fulfillment of any
covenant on the part of the Seller under this Agreement or from any
misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to the Purchaser hereunder;
and
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incidental to any of the
foregoing.
6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows, with the intent that the
Seller shall rely thereon in entering into this Agreement and in concluding the
purchase and sale contemplated herein.
6.01. Status of Purchaser. The Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Oregon and has the power and capacity to enter into this Agreement
and carry out its terms.
6.02. Authority to Purchase. The execution and delivery of this
Agreement and the completion of the transaction contemplated hereby has
been duly and validly authorized by all necessary corporate action on the
part of the Purchaser and this Agreement constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms except as limited by laws of general application
affecting the rights of creditors.
6.03. Sale Will Not Cause Default. Neither the execution and delivery
of this Agreement, nor the completion of the purchase and sale
contemplated herein, will:
(a) violate any of the terms and provisions of the articles of
the bylaws or articles of the Purchaser, or any order, decree,
statute, bylaw, regulation, covenant, or restriction applicable to
the Purchaser;
(b) result in any fees, duties, taxes, assessments or other
amounts relating to any of the Assets becoming due or payable other
than sales tax payable by Purchaser in connection with the purchase
and sale.
6.04. Accuracy of Representations. No certificate furnished by or on
behalf of the Purchaser to the Seller at the time of closing in respect of
the representations, warranties or covenants of the Purchaser herein will
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not
misleading and all of the representations and warranties of the Purchaser
shall be true as at and as if made at the time of closing.
6.05 Purchaser's Indemnification of Seller. The Purchaser, his heirs
and personal representatives will indemnify and hold harmless the Seller
from and against any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty,
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non-fulfillment of any covenant on the part of Purchaser under this
Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished to the Seller
hereunder.
7. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
7.01. Seller's Representations, Warranties and Covenants. All
statements contained in any certificate or other instrument delivered by
or on behalf of the Seller pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations and
warranties by the Seller. All representations, warranties, covenants and
agreements made by the Seller in this Agreement or pursuant hereto shall,
unless otherwise expressly stated, survive the time of closing and any
investigation at any time made by or on behalf of the Purchaser and shall
continue in full force and effect for the benefit of the Purchaser.
7.02. Purchaser's Representations, Warranties and Covenants. All
statements contained in any certificate or other instrument delivered by
or on behalf of the Purchaser pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations
and warranties by the Purchaser. All representations, warranties,
covenants and agreements made by the Purchaser in this Agreement or
pursuant hereto shall, unless otherwise expressly stated, survive the time
of closing and any investigation at any time made by or on behalf of the
Seller and shall continue in full force and effect for the benefit of the
Seller.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER. All
obligations of the Purchaser under this Agreement are subject to the fulfillment
at or prior to the time of closing of the conditions hereinafter enumerated.
8.01. Seller's Representations and Warranties. The Seller's
representations and warranties contained in this Agreement and in any
certificate or document delivered pursuant to the provisions hereof or in
connection with the transactions contemplated hereby shall be true at an as
at the time of closing as if such representations and warranties were made
at and as of such time.
8.02. Seller's Covenants. The Seller shall have performed and complied
with all agreements, covenants and conditions required by this Agreement to
be performed or complied with by him prior to or at the time of closing.
The foregoing conditions are for the exclusive benefit of the Purchaser
and any such condition may be waived in whole or in part by the Purchaser
at or prior to the time of closing by delivering to the Seller a written
waiver to that effect signed by the Purchaser.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER. All obligations
of the Seller under this Agreement are subject to the fulfillment, prior to the
time of closing, of the conditions hereinafter enumerated.
9.01. Purchaser's Representations and Warranties. The Purchaser's
representations and warranties contained in this Agreement and in any
certificate or document delivered pursuant to the provisions hereof or in
connection with the transactions contemplated hereby shall be true at an as
at the time of closing as if such representations and warranties were made
at and as of such time.
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9.02. Purchaser's Covenants. The Purchaser shall have performed and
complied with all covenants, agreement and conditions required by this
Agreement to be performed or complied with by it at or prior to the time of
closing.
9.03. Closing Date. The Agreement shall have closed by September 16,
2002.
Each of the foregoing conditions are for the exclusive benefit of the
Seller and any such condition may be waived in whole or in part by the Seller at
or prior to the time of closing by delivering to the Purchaser a waiver to that
effect signed by the Seller.
10. CLOSING.
10.01. Time of Closing. Subject to the terms and conditions hereof, the
purchase and sale of the Assets shall be completed at a closing to be held
at 1:00 p.m. Eastern Time on September 16, 2002 ("the time of closing").
10.02. Place of Closing. The closing shall take place at a location
mutually agreeable to the parties hereto. At the discretion of the parties,
the Closing may also take place by telephonic means.
10.03. For Delivery by the Seller. At the closing, the Seller shall
deliver or cause to be delivered to the Purchaser:
(a) all deeds of conveyance, bills of sale, transfer and
assignments in form and content satisfactory to the Purchaser's
counsel, appropriate to effectively vest a good and marketable title to
the Assets in the Purchaser to the extent contemplated by this
Agreement and immediately registrable in all places where registration
of such instruments is required;
(b) possession of the Assets;
10.04. For Delivery by the Purchaser. At the closing, the Purchaser
shall deliver or cause to be delivered to the Seller the Shares.
10.05. Possession. Purchaser shall be entitled to possession of the
Assets herein described as of 8:00 a.m. on the day following the Effective
Date herein and Seller shall deliver the Assets to Purchaser at said time,
provided that Purchaser has fully complied with the terms and conditions
contained herein.
10.06 Effective Date. The Effective Date of the transaction
contemplated herein shall be the date in which the requirements of Sections
10.03 through 10.05 have been successfully consummated.
11. SELLER'S RISK OF LOSS. From the date hereof to the time of closing, the
Assets shall be remain at the risk of the Seller. If any of the Assets shall be
lost, damaged or destroyed prior to the time of closing, the Purchaser may, in
lieu of terminating this Agreement, elect by notice in writing to the Seller to
complete the purchase to the extent possible without reduction of the purchase
price, in which event all proceeds of any insurance or compensation in respect
of such loss, damage or destruction shall be payable to the Purchaser and all
right and claim of the Seller to any such amounts not paid by the time of
closing shall be assigned to the Purchaser.
12. FURTHER ASSURANCES. The parties hereto shall execute such further and
other
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documents and do such further and other things as may be necessary to carry out
and give effect to the intent of this Agreement.
13. NOTICES. All notices required or permitted to be given hereunder shall
be in writing and personally delivered to the address of the intended recipient
set forth on the first page hereof, or at such other address as may from time to
time be notified by any of the parties hereto in the manner herein provided.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and there are no representations or warranties, express or
implied, statutory or otherwise and no agreements collateral hereto other than
as expressly set forth or referred to herein.
15. TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New Hampshire.
17. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns, or heirs and representatives, as applicable.
18. CAPTIONS. The captions appearing in this Agreement are inserted for
convenience of reference only and shall not affect the interpretation of this
Agreement.
19. ATTORNEY FEES. If a dispute arises between the parties hereto and such
dispute can only be resolved by litigation then, in such case, the prevailing
party in such litigation shall be entitled to recover all costs of such action,
including but not limited to, reasonable attorneys fees.
20. COUNTERPARTS/FACSIMILE EXECUTION. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument .For purposes of this
Agreement, a document (or signature page thereto) signed and transmitted by
facsimile machine or telecopier is to be treated as an original document. The
signature of any party thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the
same binding effect as an original signature on an original document. At the
request of any party, a facsimile or telecopy document is to be re-executed in
original form by the parties who executed the facsimile or telecopy document. No
party may raise the use of a facsimile machine or telecopier machine as a
defense to the enforcement of the Agreement or any amendment or other document
executed in compliance with this Section.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
LEGENDS ENTERPRISES, INC.
By: s/Xxxxxx X. Xxxxxx
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Its: President
-----------------------------------
s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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APPENDIX A
DESCRIPTION OF PURCHASED ASSETS
(PATENTS AND INTELLECTUAL PROPERTY)
I. Patents - $200,000.00
Number Description
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5,919,218 "Cartridge for In-Line Microwave Warming Apparatus
6,013,061 "Automatic Air Eliminator"
(INVENTORY)
Equipment, Tooling, and Data - $6,000.00
Test Equipment and Supplies.
Full pallet of shipping boxes
Burn-in rack
6 computerized test stands
Large volume hot/cold environmental chamber
Powerlift
ATP stand
Trade show booth, portable (4 cases)
Shipping supplies
T-900 shipping container with wheels
Oven
Approx. 9 file cabinets with documentation
Documentation includes all FDA paper work for each ThermoStatTM900 acquired from
INALA including serial numbers.
Equipment.
Radiometer: (@ INALA, So. Africa)
---------------------------------
Units to date have been machined from aluminum plate stock.
Tooling for die castings is with INALA in South Africa. There are two (2) dies
involved - the radiometer (die cast version) is not interchangeable with the
earlier version, but us consistent with the Value-engineered version. Samples
made from the tooling were validated.
Flow Rate Indicator: (location TBD)
-----------------------------------
This is small plastic housing (ABS).
(MMS has parts list, detail drawings, etc.).
Disposable Cartridge:
---------------------
Body, die casting Xxxxxxx Pressure Castings White Plains, NY
Bobbin, plastic Master Tool & Mold Reading, PA
Spacer, plastic Master Tool & Mold Reading, PA
Tooling. Jointly Owned with INALA
Tooling: (@ INALA, So. Africa)
------------------------------
Heating Cavity
Filter Machining, RH and LF
Main Base
Cover, Heating Cavity
Radiometer, Housing
Main Base
Cover, Radiometer
Short Plate
Waveguide Transition INALA supplied part, not a die casting
Housing Transducer INALA supplied part, not a die casting
Housing, Detector INALA supplied part, not a die casting
Miscellaneous Sheet Metal Parts: (@ INALA, So. Africa)
------------------------------------------------------
Shroud, Outer
Shroud, Inner
Cover, SCR
Bracket, Fan Mounting
Bracket, Mounting Fuse
Cover, Power Detector
Housing, Processor
Cover, Interface
Cover, Processor Housing
Plastic Parts: (@ INALA, So. Africa)
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Cover, Main Base
Dress Cover
Product and Supplies:
Part No Rev Description Lot No Qty Remarks
191034 Admin set parts 990003 2292
191034 Admin set parts 000006 1250
191034 Admin set parts 000005 536
188733-02 Admin set parts 0001-E 1424
191033 D Admin set parts 990004 425
Power cord 344
190141-01 A Magnetron 000001 132
189468 Power supply 141
189331 Display cover 35
189334 A Dress cover 49 Old
189373 Display control assy 112
188871 B Latch levers 250
189501-00 Wire harness 326
189574-06 Wire harness 338
189255 Safety switch module assy 55
190586-01 Flow ratye display overlay 150
188816-04 RIF Strip gasket 335
189885 D Filter high pass assy 9
Base cover rubber 10 guestimate
189569 Wire harness 33
189569-01 Wire harness 298
189574 Wire harness 688
189569-03 Wire harness 333
189387-02 Metal parts 103 ?PDM3
189599 Metal parts 1000 guestimate
190513 PCB Flowrate 18
189569-02 Wire harness 283
189572-03 Wire harness 283
189598-02 Metal Parts Short plate 250
189688-02 Pole clamps 52
189341-02 Short plate 83
189542 Rubber seal - Upright filter 198
189281 Cover safety switch 125
189657 Filter screen 663
189574-03 Wire harness 387
189574-02 Wire harness 400
189574-08 Wire harness 327
189574-04 Wire harness 332
189574-05 Wire harness 328
189557-02 Diagnostic cover 263
189604-01 Pump tubing? 35
189523-02 Metal part 46
189257 Safety switch housing 125
189572-02 Wire harness 336
191145 Wire harness 166
189602-02 Safety switch 60
189648-01 Plastic grommets 1000
189572-01 Wire harness 338
189642-02 Block connector 865
190642 Flow meter assy 15
189656 Filter screen 80
189394 PCB Control display assy 50
189413-A PCB 39 Alternative P# 189412-B
189528-00 PCB 71 Alternative P# 189528-B
189426-B PCB 53
189305 PCB Coupler detector assy 57
189570-00 Wire harness 339
189503-00 Wire harness 183
190541 Metal part 81
189418 PCB Processor board assy 32
189618-00 Wire harness 566
189487-00 Wire harness 169
189391-00 PCB Display drive 49
189643-02 Metal parts 100
189619-00 Wire harness 306
189503-00 Wire harness 183
189502-00 Wire harness 315
189470-05 Wire harness 50
189470-01 Wire harness 50
189470-02 Wire harness 50
189470-03 Wire harness 50
189470-04 Wire harness 50
189508-00 Wire harness 150
189617-00 Wire harness 50
189487-00 Wire harness 579
189487-02 Wire harness 100
189569-04 Wire harness 334
189576-00 Wire harness 37
189569-05 Wire harness 326
189573-00 Wire harness 334
189508-00 Wire harness 150
189571-00 Wire harness 328
189576-00 Wire harness 248
DC301 Heating cavity cartidge spiral 240
189595-01 Castor non-lock 50
189595-02 Castor lock 20
189643-04 Bracket retainer 125
Transformer 6
189450 Mounting bracket 24
Di-electric material thick 8
Di-electric material thin 5
190459 Priming chamber 1000
189331 Housing control pannel 756
ASH200 ASH200 Administration sets (10's) 189 Sterile ready to sell
ASH300 ASH300 Administration sets (10's) 68 Sterile ready to sell
ASH100 ASH100 Administration sets (10's) 119 Sterile ready to sell
FV501 FV501 Filter vent (20's) 90001 17 Sterile ready to sell
FV250 FV250 Filter vent (20's) 900002A 9 Sterile ready to sell
Base without castors 6
Base with castors 18
189447 Air duct/SCR/REL assy 14
189355 Cover assy 13
189354 Latch lever assy 45
Flowrate cover housing 32
189617 Wire harness 56
190690-01 Black plastic insert 147 ?PDM3
190519 Metal parts 106
190568-01 Noise filter 34
189409-00 Transformer assy 29
189486-01 Pump 76
190597-01 Phone connector 39 ?PDM3
189505 Waveguide assy 16
Shrink tubing 1/8" (1000ft) 14
Shrink tubing 1/4" (500ft) 3
189515-04 Base cover rubber 31
190733- A Microchip 16
682
190566-01 PCB 5
61124- Microchip 1
6401064
62016- Microchip 36
668574
62020- Microchip 70
40373
190574-02 Microchip 3
190574-01 Microchip 4
190792-01 Microchip 6
190128-01 Microchip 74
61114- Microchip 46
053906
189513-00 PCB 3
189394 PCB 22
189281-01 Flowmeter back 90
189959 Spill cup 21 Ready to sell
Edge strip blue 109
189424 Spill cup 657 Not complete
189510 Trans / Base front cover assy 16
189602-01 Switch reset 79
189342-00 Plastic part 87
189355 Cover assy 1
189889 PCB 45
189884 Di-electric blocks 52
189391-00 PCB 9
6-D-1 Base display boards 4
189362 PCB 34
189343 Administration set aluminum part 775
189510 Base fron cover 10
189809-02 Hook (4) Rack IV bag 49 Ready to sell
189484 IV pole assy 13 Ready to sell
FV250 FV250 Filter vent (20's) 000004 36 Not sterile
FV501 FV501 Filter vent (20's) 010001 27 Not sterile
FV250 FV250 Filter vent (20's) 000003 20 Not sterile
Branson Ultrasonic Cleaner 1 Equipment
Polybag Sealer 1 Equipment
Zebra label printer 1 Equipment
T900 Thermostat 900 22 Not complete
190969 A Tubing PVC 9-02196-A 1868
190460-02 F Tubing PVC 0-0118-F 15000
190937-02 D Tubing PVC 0-0116-D 10000
190937-02 D Tubing PVC 9-0199-D 995
190969-01 A Tubing PVC 0-0119-A 7500
190460-02 F Tubing PVC 9-0200-F 2500
190517-01 B Roller weel 8-0079-B 3500
190937-01 Tubing PVC 10000 For FV250
190460-02 Tubing PVC 1500 For FV501
190483-01 F Tubing PVC 0-0115-F 19500
190969-01 Tubing PVC 0-0115-F 2500 For ASH100
190937-02 Tubing PVC 1570
190483-01 Tubing PVC 2000 For Helix - guestimate
DC301 C 000001/C 2592
190997-02 D 0-0152-D 5000
189180-01 C DC301 Bobbin 9-0129-C 1250
190482-02 F Male Luer 0-0099-F 20000
190495 B 0-0107-B 10000
190468 D Blood filter 0-0105-D 12500
190941-03 B Roler clamp 0-0081-B 7500
189459-01 B 9-0193-B 2000
190836 Poches 99921 2000
190941-03 B Roler clamp 9-0032-B 5000
190989-01 A Lables 9-0101-A 2600
190842-01 A Lables 353
190837 C Lables 497
190979-01 B Lables 750
190978-01 A Lables 100
190979 C Lables 350
FV501 D FV501 Filter vent (20's) 010001 3200 To be sterilised
190676 B 0-0156-B 6622
190409 B Heating coil cover 9-0127-B 3750
190458-01 C Bag spike 0-0101-C 5000
190462-03 D Y-connector 0-0010-D 5000 For ASH100
189395-01 D Adhesive covers 9-0166-D 2500
190463-02 D Male Luer 9-0040-D 13366
190942 Clamps 10000 guestimate
190457-01 C Spike caps 0-0104-C 10000
191051-01 B Male Luer 0-0083-B 10000
190942 A Clamp 0-0010-A 12163
1901654- C LG Clamp 9-0175-C 8000
01
190458-01 C Bag spike 0-0101-C 5000
190991-01 B Caps 9-01889-B 1500
190991 C Caps 0-0079-C 45000
190991-01 A Female caps 9-01889-A 15000 guestimate
190950-01 B Female Luer 01-0080-B 5850 guestimate
190948 A Inj sites Yellow 9-0113-A 5000
191249 A Inj sites Blue 9-0191-A 150 guestimate
190457-01 B Spike caps 9-0196-B 10000
190388-01 C Male Luer 9-0130-C 4000 guestimate
190389-01 A Female Luer 9-0131-B 5000
189344-01 Spacer 9-0128-D 1000 guestimate
49000-002 Drive screw 15000 guestimate
190468-01 B Helix tubes 0-0013-B 20
190460-05 F Tubing PVC 0-0121-F 2025
191050-01 A Female Luer 9-0187-A 5000 For ASH100
190463-02 E Luer lock 0-0130-E 5000
190704-01 D Tubing clip 0-0141-D 5000
190463-01 D Male Luer 0-0011-D 10000
191050 B 0-0082-B 10000
190507-01 C Luer lock 0-0102-C 20000
190463-01 E Interlink System Injection site 9-0191-A 6000
190950-01 B Female Luer 0-0132-B 5000
191027-01 A ? Roles 9-0121-A 12
190507-01 B Luer lock 9-0138-B 3500
1910066- A 0-0134-A 4670
01
188733-02 E Tubing PVC 0-0001-E 23599
191116-01 A Tubing PVC 9-0139-A 2500
190969-02 A Tubing PVC 0-0120-A 6500
19076 B 0-0156-B 984
ASH100 ASH100 Administration sets (10's) 010001 75 Not sterile
FV501 FV501 Filter vent (20's) 010001 20 Not sterile
T900 Thermostat 900 129 Ready to ship
T900 Xxxxxxxxxx 000 00 Not complete
EXHIBIT "A"
XXXX OF SALE
XXXX OF SALE dated September 16, 2002 from Xxxx X. Xxxxxxx (the "Seller")
to LEGENDS ENTERPRISES, INC. (the Buyer").
WITNESSETH, that in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged by Seller, Seller hereby sells, conveys,
transfers, assigns and delivers to Buyer, its successors and assigns, to have
and hold forever the following personal property in which Seller has good and
marketable title, free and clear of all liens and encumbrances.
See Exhibit "1" attached hereto
IN WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale to be
signed the day and year first above written.
SELLER: XXXX X. XXXXXXX
s/:Xxxx Xxxxxxx
-----------------------------------
BUYER: LEGENDS ENTERPRISES, INC.,
An Oregon corporation
By: s/Xxxxxx X. Xxxxxx
--------------------------------
Its: Pres
-------------------------------
EXHIBIT "B"
PROMISSORY NOTE
$176,000.00 Boston, Massachusetts
July 31, 2002
FOR VALUE RECEIVED, the undersigned, Xxxx X. Xxxxxxx of Wilmot, New
Hampshire (the "Buyer"), promises to pay to Meridian Medical Systems, LLC, a
Massachusetts limited liability company (the "Seller"), the sum of One Hundred
Seventy-Six Thousand Dollars ($176,000.00) on or before July 15, 2004, payment
to be made in installments as follows:
1. Payment. (a) Eight (8) equal quarterly payments in the amount of
Twenty-Two Thousand Dollars ($22,000.00) on the first (1st) day of March, June,
September and December of each year, commencing on December 1st, 2002, with a
final payment on September 1, 2004, of the balance then remaining. Each such
payment shall be deemed to include interest at the rate of Two and 51/100
percent (2.51%) per annum, or such higher rate as shall be necessary to avoid
the imputation of interest under the Internal Revenue Code of 1986, as amended.
(b) Payments hereunder shall be made to Seller at c/o Xx. Xxxxxxx X.
Xxxx, Manager, 00 Xxxx Xxxx Xxxxxx, Xxxxx 0, Xxxx, Xxxxxxxxxxxxx 00000, or such
other address as Seller may designate from time to time.
2. Prepayment. The Buyer shall have the right to prepay all or any part
of the stated sum at any time or from time to time without premium or penalty.
3. Rights Under Purchase and Sale Agreement. This Note has been
executed and delivered pursuant to, and shall be subject to the terms and
conditions of, a certain Purchase and Sale Agreement dated July 31, 2002, by and
between the Buyer and Seller (the "Agreement").
4. Default. (a) The occurrence of any of the following events shall
constitute a Default under this Note:
(i) the failure by the Buyer to pay when due any payment of
principal or interest herein required, which failure
continues unremedied for ten (10) business days after
written notice thereof from the Seller to the Buyer;
(ii) a material breach by the Buyer with respect to any
representation or agreement of the Buyer under the
Agreement;
(iii) the dissolution, liquidation, or termination of existence of
the Buyer; or
(iv) the making of an assignment for the benefit of creditors by,
the appointment of a receiver of any part of the property
of, or the filing of a petition in bankruptcy or the
commencement of any proceeding under any bankruptcy law or
any law relating to the relief of debtors, readjustment of
indebtedness, reorganization, composition or extension
(which, in the case of an involuntary petition or
proceeding, is not dismissed within ninety (90) days of such
filing or commencement) by or against, the Buyer.
(b) Upon the occurrence of a Default under this Note, the outstanding
balance hereof, together with all reasonable costs of collection, including
reasonable attorney's fees, shall become immediately due and payable at the
option of Seller. Failure on the part of Seller to exercise said option shall
not constitute a waiver of the right of Seller to exercise said option in the
event of any subsequent Default.
5. Waivers. The Buyer hereby waives presentment, demand, notice of
dishonor and protest, and all other formalities provided by law. The Buyer
hereby agrees that no delay or omission on the part of the holder hereof in
exercising any right or remedy hereunder shall constitute a waiver of such right
or remedy or of any other right or remedy hereunder.
6. Governing Law. This Note shall take effect as an instrument under
seal and shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
7. Security. This Note is secured by a Security Agreement of even date
covering the Purchased Assets as defined in the Agreement.
EXECUTED under seal on the date set forth above.
s/Xxxx X. Xxxxxxx
----------------------
Xxxx X. Xxxxxxx
Signed in the presence of:
s/C. Xxxxx XxXxxxxxxx
--------------------------------
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