Exhibit 10.02
AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of November 1, 1996, is entered
into by and between Xxxxxxxxx-Xxxxxx Associates, Inc., a Texas corporation,
whose address is, X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxx 00000; and Wasatch
Pharmaceutical, Inc., a Utah corporation, whose address is 000 Xxxx 0000
Xxxxx, Xxxxxxx, Xxxx 00000.
WITNESSETH
WHEREAS, Xxxxxxxxx-Xxxxxx Associates, Inc., desires to purchase six
million (6,000,000) shares of the Common Stock of Wasatch Pharmaceutical, Inc.
NOW, THEREFORE, the parties hereby agree as follows:
1. Sale of Shares. At the Closing (as designed in Section 5 below),
Wasatch Pharmaceutical, Inc. shall issue, sell and deliver to Xxxxxxxxx-Xxxxxx
Associates, Inc., and Xxxxxxxxx-Xxxxxx Associates, Inc., agrees to purchase
from Wasatch Pharmaceutical, Inc. the six million (6,000,000) shares of common
stock in consideration for the issuance of a thirty million ($30,000,000)
dollar note. The voting rights to the said six million (6,000,000) shares of
Wasatch Pharmaceutical, Inc. will remain with the Board of Directors of
Wasatch Pharmaceutical, Inc. for five (5) years from the date of this
agreement provided however, that Xxxxxxxxx-Xxxxxx Associates, Inc., is
herewith being granted to its designee, one seat on the Wasatch
Pharmaceutical, Inc. Board of Directors.
2. Representations and Warranties by Wasatch Pharmaceutical, Inc. To
induce Xxxxxxxxx-Xxxxxx Associates, Inc., to purchase the six million
(6,000,000) shares of its stock, hereby represents and warrants to Xxxxxxxxx-
Xxxxxx Associates, Inc., as follows:
2.1 Organization: Qualification. Wasatch Pharmaceutical, Inc. is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Utah. Wasatch Pharmaceutical, Inc. has full corporate
power and authority to own, lease and operate its assets and properties and to
carry on its business as now being conducted, as and in the places where its
assets and properties are now owned, leased or operated and where such
business is now being conducted.
2.2 Capitalization of Wasatch Pharmaceutical, Inc. The authorized
capital stock of Wasatch Pharmaceutical, Inc. consists of fifty million
(50,000,000) shares of common stock, $0.001 par value ("Common Stock"), of
which three million seventy nine thousand eight hundred fourteen (3,079,814)
shares of Common Stock were issued and outstanding as of August 16, 1996.
2.3 Status of the Shares of Wasatch Pharmaceutical, Inc. Six million
(6,000,000) common shares have been duly authorized and, when delivered at the
Closing, the Shares will be duly and validly issued, fully paid, non-
assessable and will not have been issued in violation of any preemptive or
other right of any other person. Said Six million (6,000,000) common shares
represent 66% of the common shares issued and outstanding as of this date and
time; and, Wasatch Pharmaceutical, Inc. agrees not to dilute the ownership
position of the said Six million (6,000,000) common shares by any forward
split or reverse split without advance written notice to .Xxxxxxxxx-Xxxxxx
Associates, Inc.
2.4 Authority Relative to this Agreement. Wasatch Pharmaceutical, Inc.
has full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to perform any other
obligations required of it hereunder. This Agreement has been duly and validly
executed and delivered by Wasatch Pharmaceutical, Inc. and constitutes the
legal, valid and binding agreement and obligation of Wasatch Pharmaceutical,
Inc. enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting creditors rights generally or by general principles of
equity including principles governing the availability of equitable remedies.
2.5 Consents and Approvals: No Violation. The execution and delivery
of this Agreement by Wasatch Pharmaceutical, Inc. and the consummation of the
transactions contemplated hereby, will not: (i) conflict with or result in any
breach of any provision of the Certificate of Incorporation of Bylaws of
Wasatch Pharmaceutical, Inc. (ii) require any consent, approval, authorization
or permit of, or filing with or notification to, any United States or Foreign
governmental or regulatory authority or other third party; (iii) result in a
breach of the terms, conditions or provisions of, constitute a default under
or cause, permit or give rise to any right of termination, cancellation or
acceleration under any of the terms, conditions or provisions of any material
contract; or (iv) conflict with or result in a violation of any provision of
(A) any applicable statute, rule, regulation or ordinance or (B) any material
order, write, injunction judgment, award, decree, grant, concession, grant,
franchise or license applicable to Wasatch Pharmaceutical, Inc. or any
material portion of its properties or assets.
2.6 Financial Statement Matters: Undisclosed Liabilities. Wasatch
Pharmaceutical, Inc. heretofore has delivered to Xxxxxxxxx-Xxxxxx Associates,
Inc., via FED-EX, a copy of its June 30, 1996 financials.
2.7 Disclosure. No representation or warranty by Wasatch
Pharmaceutical, Inc. contained in this Agreement nor any oral or written
statement or certificate to be furnished by Wasatch Pharmaceutical, Inc. to
Xxxxxxxxx-Xxxxxx Associates, Inc., or its representatives, in connection
herewith or pursuant hereto contains or will contain any untrue statement of a
material fact or omit to state any material fact required to make the
statements herein or herein contained not misleading.
3. Representations and Warranties by Xxxxxxxxx-Xxxxxx Associates,
Inc. In order to induce Wasatch Pharmaceutical, Inc. to accept its Preferred
Stock, Xxxxxxxxx-Xxxxxx Associates, Inc., hereby represents and warrants to
Wasatch Pharmaceutical, Inc. as follows:
3.1 Organization: Qualification. Xxxxxxxxx-Xxxxxx Associates, Inc. is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Texas. Xxxxxxxxx-Xxxxxx Associates, Inc. has full
corporate power and authority to own, lease and operate its assets and
properties and to carry on its business as now being conducted, as and in the
places where its assets and properties are now owned, leased or operated and
where such business is now being conducted.
3.2 Capitalization of Xxxxxxxxx-Xxxxxx Associates, Inc. The aggregate
number of shares which Xxxxxxxxx-Xxxxxx Associates, Inc. has the authority to
issue is one million (1,000,000) shares, classified as follows:
A) Five hundred thousand (500,000) shares of common stock, no par value,
of which fifty thousand (50,000) shares of Common Stock is issued and
outstanding; and
B) Five hundred thousand (500,000) shares of preferred stock, par value
one thousand Dollars ($1,000.00) per share, bearing a non-cumulative dividend
rate of five (5%) percent per annum, of which fifteen thousand three hundred
fifty (15,350) shares of Preferred Stock is issued and outstanding.
3.3 Status of the Preferred Stock. N/A
3.4 Authority Relative to this Agreement. Xxxxxxxxx-Xxxxxx Associates,
Inc. has the full power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby and to perform any
other obligations required of it hereunder. This Agreement has been duly and
validly executed and delivered by Xxxxxxxxx-Xxxxxx Associates, Inc. and
constitutes the legal, valid and binding agreement and obligation of
Xxxxxxxxx-Xxxxxx Associates, Inc. enforceable against it in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights generally or by
general principle of equity including principles governing the availability of
equitable remedies.
3.5 Consents and Approvals: No Violation. The execution and delivery
of this Agreement by Xxxxxxxxx-Xxxxxx Associates, Inc., and the consummation
of the transactions contemplated hereby, will not: (i) conflict with or result
in any breach of any provision of the Articles of Incorporation or the By-laws
of the Corporate Charter; (ii) require any consent approval, authorization or
permit of, or filing with or notification to, any United States or Foreign
governmental or regulatory authority or other third party; (iii) result in a
breach of the terms, conditions or provisions of, constitute a default under
or cause, permit or give rise to any right of termination, cancellation or
acceleration under any of the terms, conditions or provisions of any material
contract; or (iv) conflict with or result in a violation of any provision of
(A) any applicable Statue, ruler, regulation or ordinance; or (B) any material
order, writ, injunction, judgment, award, decree, permit, concession, grant,
franchise or license applicable to Xxxxxxxxx-Xxxxxx Associates, Inc., or any
material portion of its properties or assets.
3.6 Financial Statement Matters: Undisclosed Liabilities. Xxxxxxxxx-
Xxxxxx Associates, Inc. has heretofore delivered to Wasatch Pharmaceutical,
Inc. the un-audited balance sheet of Xxxxxxxxx-Xxxxxx Associates, Inc., dated
April 22, 1996
3.7 Securities Representations. Xxxxxxxxx-Xxxxxx Associates, Inc.
hereby makes each and every warranty and covenant contained in the
Subscription Agreement attached as Exhibit "A" hereto.
3.8 Disclosure. No representation or warranty by Xxxxxxxxx-Xxxxxx
Associates, Inc. contained in this Agreement nor any oral or written statement
or certificate furnished or to be furnished by Xxxxxxxxx-Xxxxxx Associates,
Inc. to Wasatch Pharmaceutical, Inc. or its representatives, in connection
herewith or pursuant hereto contains or will contain any untrue statement of a
material fact, or omits or will omit to state any material fact required to
make the statements herein or therein contained not misleading and Xxxxxxxxx-
Xxxxxx Associates, Inc. has disclosed to Wasatch Pharmaceutical, Inc. all
information which is material to Wasatch Pharmaceutical, Inc. concerning its
purchase of the Stock.
3.9 Escrow and Safekeeping. Xxxxxxxxx-Xxxxxx Associates, Inc. warrants
to Wasatch Pharmaceutical, Inc. that the Wasatch Pharmaceutical, Inc. Shares
will only be held on deposit in an Escrow or Safekeeping Account with an
institution, i.e., Stock Transfer Company, Bank, Brokerage Firm, Attorneys
Trust, Certified Accounting Firm, etc., in the United States of America. The
securities will not be delivered or held in Escrow or Safekeeping by any of
the aforementioned institutions or firms outside the United States of America.
4. Covenants
4.1 Xxxxxxxxx-Xxxxxx Associates, Inc. agrees that any insurance company
or companies owned, controlled or managed by it will obtain and maintain in
effect at all relevant times a level of reinsurance coverage which is
equivalent to the level of reinsurance coverage customary in the insurance
industry for businesses similar to that of Xxxxxxxxx-Xxxxxx Associates, Inc.
5. Closing
5.1 On or before October 13,1996, N/A
5.2 At the Closing, Wasatch Pharmaceutical, Inc. will deliver a duly
authorized and valid Certificate, or Certificates, evidencing the shares to
Xxxxxxxxx-Xxxxxx Associates, Inc.
6. Survival of Representations and Warranties. All representations
and warranties of Xxxxxxxxx Xxxxxx Associates, Inc. on the one hand, and
Wasatch Pharmaceutical, Inc. on the other, in this Agreement or in any
document or other papers delivered pursuant to or in connection with this
Agreement shall survive the Closing.
7. Indemnification: Obligations.
7.1 Xxxxxxxxx-Xxxxxx Associates, Inc. agrees to indemnify, defend and
hold harmless Wasatch Pharmaceutical, Inc. (and its directors, officers,
employees, agents, subsidiaries and affiliates, and their respective
successors and assigns) from and against all losses, liabilities, damages,
deficiencies, costs or expenses (including reasonable attorneys fees and
disbursements) ("Losses") which any of them shall incur or suffer based upon,
arising out of or, otherwise involving any inaccuracy in or any breach of any
representation, warranty, covenant or agreement of Xxxxxxxxx-Xxxxxx
Associates, Inc. contained in the Agreement or in any document or other paper
delivered by Xxxxxxxxx-Xxxxxx Associates, Inc. in connection with the
transactions contemplated by this agreement which was not waived Wasatch
Pharmaceutical, Inc. prior to Closing.
7.2 Wasatch Pharmaceutical, Inc. agrees to indemnify, defend and hold
harmless Xxxxxxxxx-Xxxxxx Associates, Inc., (and its directors, officers,
employees, agents, subsidiaries and affiliates, and their respective
successors and assigns) from and against all losses, liabilities, damages,
deficiencies, costs or expenses (including reasonable attorneys fees and
disbursements) ("Losses") which any of them shall incur or suffer based upon,
arising out of, or otherwise involving any inaccuracy in or any breach of any
representation, warranty, covenant or agreement of Wasatch Pharmaceutical,
Inc. contained in the Agreement or in any document or other paper delivered by
Wasatch Pharmaceutical, Inc. in connection with the transactions contemplated
by this agreement which was not waived Xxxxxxxxx-Xxxxxx Associates, Inc. prior
to Closing.
8. Terms for payment of referenced note
8.1 Xxxxxxxxx-Xxxxxx Associates, Inc. agrees pay off the above
referenced thirty million ($30,000,000) dollar note on the following basis:
(A) to make payments over a five (5) year period of time except in the
case where the 30 day moving average bid price of the Wasatch Pharmaceutical,
Inc. Common Stock Shares decline in value by 15% or more below the value of $6
per share. In such instance Wasatch Pharmaceutical, Inc. will have the option
to contribute additional shares of Common Stock or extend the five (5) year
period of time to correspond with the decline in the value of the Common
Stock.
(B) to make payments in monthly increments equal to ten (10%) percent of
the Insurance Premium Income generated as a result of the Wasatch
Pharmaceutical, Inc. stock being assigned to the Capital and Surplus Account
of the Insurance Company (i.e., should the Wasatch Pharmaceutical, Inc. shares
receive a certification value of $10,000,000 at the beginning of the month,
and should there be an additional $10,000,000 block of capital in the
Insurance Company Capital and Surplus Account, causing the Insurance Company
to have cumulative Capital and Surplus of $20,000,000, Wasatch Pharmaceutical,
Inc. would be entitled to 10/20 or 50% of the 10% of that month's premium
income).
(C) to pay a minimum payment of $50,000 on the note in the first ninety
days after the date of this agreement, to pay a minimum of $75,000 on the note
in the second ninety days after the date of this agreement and to pay a
minimum of $100,000 on the note in the third ninety days after the date of
this agreement; except in the case should Wasatch Pharmaceutical, Inc. Common
Stock price (based on the 30 day moving average of the closing bid price)
decline by 10 % or more below the $6 per share price. In that case the minimum
payments will be reduced by a like percentage decline as the stock trades
below the $6 price per share.
(D) To provide Wasatch Pharmaceutical, Inc. with Quarterly reports
confirming the Insurance Premium Income related to the Wasatch Pharmaceutical,
Inc. common stock held in the Capital and Surplus Account of the Insurance
company;
(E) To allow (with proper notice) Wasatch Pharmaceutical, Inc.
representatives to inspect the books of the Insurance Company for the express
limited purpose of verifying the Insurance Premium Income related to the
subject stock.
8.2 This Agreement and any additional written agreements called for
herein together contain the entire agreement between Xxxxxxxxx-Xxxxxx
Associates, Inc. and Wasatch Pharmaceutical, Inc. with respect to the sale of
six million (6,000,000) shares of Wasatch Pharmaceutical, Inc. common stock to
Xxxxxxxxx-Xxxxxx Associates, Inc.; and the issuance of a thirty million
($30,000,000) dollar note by Xxxxxxxxx-Xxxxxx Associates, Inc. to Wasatch
Pharmaceutical, Inc. This agreement supersedes all prior arrangements or
understandings with respect thereto, and there have been no oral
representations or warranties and neither party has relied on any
representation not contained herein.
8.3 This Agreement may be executed in one or more counterparts, all of
which then together shall be deemed one original. If any provision of this
Agreement is declared unenforceable by a court of competent jurisdiction, such
provision shall be enforced to the extent permitted by law, and such
declaration shall not affect the validity of any other provision of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
XXXXXXXXX-XXXXXX ASSOCIATES, INC., WASATCH PHARMACEUTICAL, INC.
A TEXAS CORPORATION A UTAH CORPORATION
BY /S/ W.A. XXXX, PRESIDENT BY /S/ XXXX X. XXXXXX, PRES.
PROMISSORY NOTE
$30,000,000 November 1, 1996
FOR VALUE RECEIVED. Xxxxxxxxx-Xxxxxx Associates, Inc. ("Maker"), promises to
pay to Wasatch Pharmaceutical, Inc. (the "Holder"), the principal amount of
Thirty Million Dollars.
1. Payment and Term. Payment of the principal amount is due and payable over a
three year term; except in the event should Wasatch Pharmaceutical, Inc.
shares be suspended from trading by the NASD or the SEC. In an event where the
trading of the Wasatch Pharmaceutical, Inc. shares are suspended for any
reason, for fifteen (15) days or more and without a definite reinstatement
date, Xxxxxxxxx-Xxxxxx Associates, Inc. will return the Wasatch
Pharmaceutical, Inc. shares and receive a full $5.00 per share credit against
any unpaid balance remaining on this note. Otherwise, payments are to be made
monthly in amounts equal to 10% of the premium income generated as a result of
the stock of Wasatch Pharmaceutical, Inc. being used in the capital and
surplus account of the insurance company (i.e., should the Wasatch
Pharmaceutical, Inc. shares receive a certification value of $30,000,000 at
the beginning of the month, and should there be an additional $30,000,000
block of capital in the Insurance Company Capital and Surplus Account causing
the Insurance Company to have cumulative Capital and Surplus $60.000,000,
Wasatch Pharmaceutical, Inc. would be entitled to 30/60 or 50% of the 10% of
that month's premium income). This Promissory Note is interest free for the
first three years. However, if the full amount of the $30,000,000 is not paid
by the end of the three year period, then for an additional two (2) years
interest at the annual rate of 10% of the deficit will begin to accrue.
Monthly payments received will first be applied to any accrued interest before
applying to the note. At the end of five years the note must be paid in full;
and at the end of the five year period Xxxxxxxxx-Xxxxxx Associates, Inc. will
have the option to pay off any remaining balance with cash, or, return Wasatch
Pharmaceutical, Inc. shares to Wasatch Pharmaceutical, Inc. and receive credit
for same on the note at the same value per share that the shares were acquired
from Wasatch Pharmaceutical, Inc. Payment shall be made in lawful money of the
United States to the Holder at 000 Xxxx 0000 Xxxxx, Xxxxxxx, Xxxx 00000; or
such other address or direct wire to a bank as the Holder of this Note may
from time to time designate.
2. Prepayment. Prepayment in whole or in part at any time and from time to
time of the obligations under this Note may be made without penalty.
3. Events of Default. Upon the occurrence or during the continuance of any one
of more of the events hereinafter enumerated. Holder may forthwith or at any
time thereafter during the continuance of any such event, by notice in writing
to Maker, declare the unpaid balance of the principal to be immediately due
and payable, and the principal shall become immediately due and payable
without presentation, demand, Protest, notice of protest, or other notice of
dishonor, all of which are hereby expressly waived by Maker, such events being
as follows:
(a)Default in the payment of the principal and interest of the Note or
any portion thereof when the same shall become due and payable, unless cured
within ten (10) days after notice thereof by Holder or the holder of such Note
to Maker;
(b) Maker shall file a voluntary petition in bankruptcy or a voluntary
petition seeking reorganization, or shall file an answer admitting the
jurisdiction of the court and any material allegations of an involuntary
Petition filed pursuant to any act of Congress relating to bankruptcy or to
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt,
or shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Maker, or of all
or any substantial portion of its property, or Maker shall make an assignment
to an agent authorized to liquidate any substantial part of its assets: or
(c) An order shall be entered pursuant to any act of Congress relating
to bankruptcy or to any act purporting to be amendatory thereof approving an
involuntary petition seeking reorganization of Maker, or an order of any court
shall be entered appointing any receiver or trustee of or for Maker, or any
receiver or trustee of all or any substantial portion of the property of
Maker. or a writ or warrant of attachment or any similar process shall be
issued by any court against all or any substantial portion of the property of
Maker, and such order approving a petition seeking reorganization or
appointing a receiver or trustee is not vacated or stayed, or such writ,
warrant of attachment, or similar process is not released or bonded within 60
days after its entry or levy.
4.Waivers and Assent to Extension, Indulgence, or Release. Maker hereby waives
presentment, demand, notice, protest, notice of protest, or enforcement of
this Note, assents to any extensions or postponements of the time of payment
or any other indulgence and to the addition or release of any other party or
person primarily or secondarily liable. None of the rights and remedies of the
Holder hereunder are to be waived or affected by failure or delay to exercise
them. All remedies conferred on Holder under this Note shall be cumulative and
none is exclusive, Such remedies may be exercised currently or consecutively
at Holder's option.
0.Xxxxxxxx's Fee. If this Note is placed with an attorney for collection, or
if suit be instituted for collection, or if any other remedy permitted by law
is pursued by Holder, because of any default in the terms and conditions
herein, then in such event, the undersigned agrees to pay reasonable
attorneys' fees, cost, and other expenses incurred by Holder in so doing.
6. Construction and Governing Law. This Note shall be governed by and
construed in accordance with the laws of the state of Utah.
XXXXXXXXX-XXXXXX ASSOCIATES, INC.
BY:/S/ W.A. XXXX, President
WASATCH PHARMACEUTICAL, INC.
000 XXXX 0000 XXXXX
XXXXXXX, XXXX 00000
NOVEMBER 3, 1996
XXXXXXXXX-XXXXXX ASSOCIATES, INC
X.X. XXX 0000
XXXXXXXXXXX, XXXXX 00000
TO: THE BOARD OF DIRECTORS
Dear Sirs;
This letter is to confirm that Wasatch Pharmaceutical, Inc. is aware that
Xxxxxxxxx-Xxxxxx Associates, Inc. is assigning six million (6,000,000) shares
of Wasatch Pharmaceutical, Inc. common stock to Crestport Insurance Company,
Ltd. for the express purpose of creating financial reserves to write insurance
against. Said shares will be reflected as capital and surplus in the balance
sheet of the Insurance Company.
This assignment of the shares to the Insurance Company is being made without
restriction and with no incumbrance of any kind except in the event that
should the Insurance Company cease operating. Should the Insurance Company
cease operating for any reason, all shares not set aside, sequestered, pledged
or hypothecated otherwise at that time will be conveyed back to Xxxxxxxxx
Xxxxxx Associates, Inc. Further, this assignment is being made with the
express written consent and approval of Wasatch Pharmaceutical, Inc.
Also, Wasatch Pharmaceutical, Inc. agrees that this assignment does not
violate any agreement between Wasatch Pharmaceutical, Inc. and Xxxxxxxxx-
Xxxxxx Associates, Inc.
/S/ XXXX X. XXXXXX, PRESIDENT
Acknowledged and Accepted
XXXXXXXXX-XXXXXX ASSOCIATES, INC.
/S/ W.A. XXXX, PRESIDENT
OPTION AGREEMENT
THIS OPTION AGREEMENT, ("Agreement"), dated November 3, 1996, is entered
into by and between Xxxxxxxxx-Xxxxxx Associates, Inc. ("Lindbergh"), a Texas
corporation, whose address is X.X. Xxx 0000, Xxxxxxxxxxx, Xxxxx 00000 and
Wasatch Pharmaceutical, Inc. ("Wasatch"), a Utah corporation, whose address is
000 Xxxx 0000 Xxxxx, Xxxxxxx, Xxxx 00000.
Lindbergh is the owner of six million (6,000,000) shares of common stock of
Wasatch purchased November 15, 1996. Lindbergh agrees to extend an option to
Wasatch to repurchase up to one hundred percent (100%) of the six million
(6,000,000) shares of stock in Wasatch that has been purchased by Lindbergh.
The repurchase price of these shares is $5.00 per share. che term of this
option begins three (3) years from the date of this agreement and expires five
years from the date of this agreement; further,
if there is a balance remaining on the $30,000,000 note issued by Lindbergh to
Wasatch when this option is exercised, Wasatch may use and assign that
remaining balance on said note back to Lindbergh as purchase consideration to
repurchase shares at $5.00 per share; the same cost basis as the stock was
acquired from Wasatch with said note, further,
Lindbergh agrees that the stock purchased from Wasatch will be used only in
connection with the insurance business and will not be used as collateral on a
loan or sold to a third party or used for any other purpose during the term
of this option period without the written permission of Wasatch, further,
in the event that the common stock of Wasatch is suspended from trading by the
SEC or NASD because of this agreement or the original stock purchase agreement
for Lindbergh to purchase the stock from Wasatch; or if there is any action
taken against Wasatch or its officers by the SEC, NASD or its shareholders as
a result of this agreement or the original stock purchase agreement, then
Lindbergh agrees to send back the stock certificates representing the six
million (6,000,000) shares and Wasatch agrees to reimburse Lindbergh for any
shares paid for at $5 per share, further
if within one year of the date of this agreement, the average bid price stays
above $11 per share for a six month period and the volume appears strong
enough to support the stock at $11 per share, Lindbergh agrees to return six
million shares of stock back to Wasatch in settlement of debt (applied against
$30,000,000 note) at $5.00 per share.
XXXXXXXXX-XXXXXX ASSOCIATES, INC., WASATCH PHARMACEUTICAL, INC.,
A TEXAS CORPORATION A UTAH CORPORATION
/S/ W.A. XXXX, PRESIDENT /S/ XXXX X. XXXXXX, PRESIDENT
