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EXHIBIT 10.86
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 11th day
of June, 1996, by and among Xxxxx Medical Devices, Inc., a Colorado corporation
(the "Company"), 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, party of the
first part, Xxxxxx Xxxxx Xxxxx-Xxxxxxxx ("RLS"), 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxx, XX0 0XX, and Xxxxxx Xxxxxx Xxxxxxx Xxxxx ("HVC"), Sleepers, Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxx, XX00 0XX (individually, a "Seller" and, collectively, the
"Sellers"), owners of record and beneficially of all of the 6,300 issued and
outstanding 1 pound ordinary shares (the "Common Shares"), of Xxxxx Research
Ltd., a private United Kingdom company limited by shares ("LRL"), 00 Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxx, XX00 0XX, parties of the second part, and Pollution
Research and Control Corp ("PRCC"), 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000, party of the third part.
RECITALS:
A. WHEREAS, the Sellers desire to sell, assign, transfer, convey and
deliver to the Company, and the Company desires to purchase, acquire and receive
from the Sellers, the Common Shares, in consideration for the issuance and
exchange therefor of instruments each of which shall qualify as a note with a
security interest in all of the assets of the Company under the laws of the
State of California, United States, and as a "debenture" under the laws of the
United Kingdom (the "Debenture") in the aggregate principal amount of $300,000
(US), bearing interest at the rate of 9% per annum and payable pursuant to the
provisions thereof described herein, on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, agreements, representations and warranties contained herein,
the parties hereto agree as follows:
1. This Agreement is supplemental to an agreement entered into between
PRCC and the Sellers on May 30, 1996.
2. At or prior to the date hereof, the Sellers have delivered to the
Company the certificates and transfers for the Common Shares, the receipt of
which is hereby acknowledged by the Company. The Common Shares shall be held to
order by Xxxxxxxx Xxxx, a Colorado-licensed attorney, until the Closing (as
defined below) and returned to the Sellers in the event of the failure of the
Closing to occur.
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3. As payment in full of the purchase price for the Common Shares, at
the Closing, which shall be not later than June 25, 1996 (the "Closing"), the
Company shall issue to each of RLS and HVC Debentures in the principal amount of
$285,714.29 and $14,285,71, respectively. The Debentures shall be in the form
mutually acceptable to the Company and the Sellers and their respective legal
counsel which shall provide for the following basic terms and conditions: (i) a
term of ten years; (ii) callable by the Sellers after two years; (iii) interest
accruing at the rate of 9% per annum, but payable commencing in two years and
payable thereafter quarterly in arrears commencing on June 30, 1998; and (iv)
not callable by the Company prior to the expiration of six months. For purposes
of this paragraph all time periods are calculated from Closing.
4. PRCC shall, prior to the Closing, acquire all of the issued and
outstanding shares of common stock of the Company.
5. The Company, simultaneously with or as soon as practicable after the
Closing, shall deliver an employment agreement to RLS, which shall be in the
form mutually acceptable to the Company and RLS and their legal counsel which
shall provide for the following basic terms and conditions: (i) a term of three
years; (ii) a salary in the amount of 45,000 pounds sterling per annum payable
to RLS monthly.
6. In connection with the employment of RLS, PRCC shall grant to RLS an
option exercisable for a term of four years from May 31, 1996, at an exercise
price of $.99 per share, to purchase 270,000 common shares of PRCC.
7. PRCC shall forgive, at or prior to the Closing, the $164,000 balance
of the indebtedness owed by the Company to PRCC.
8. At or prior to the Closing, PRCC shall deposit the sum of $250,000
in cash in the Company's bank account representing a non-repayable contribution
to the capital of the Company.
9. The Company shall guarantee the obligations of LRL under the terms
of an Underlease dated March 24, 1995, and made between Namulas Pension Trustees
Limited (1) and LRL (2) in relation to Units B2 and X0, Xxxxxxx'x Xxx,
Xxxxxxxxxx, Xxxxxxxxx, Xxxx, Xxxxxx Xxxxxxx. This obligation shall not extend to
any continuation, renewal or extension beyond the contractual term date thereof
(the contractual termination date)
10. HVC shall be retained by the Company as a consultant, on terms to
be mutually agreed, and PRCC shall appoint HVC to be a director of the Company.
Additionally, PRCC shall grant to HVC an option exercisable for a term of four
years from May 31, 1996, at an exercise price of $.86 per share, to purchase
30,000 common shares of PRCC.
11. Each of the parties hereto shall execute and deliver such other and
further documents and instruments, and take such other and further actions, as
may be reasonably requested of them for the implementation and consummation of
this Agreement and the transactions herein contemplated.
12. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and the heirs, personal representatives, successors and
assigns of all of them, but shall not confer, expressly or by implication, any
rights or remedies upon any other party.
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13. This Agreement is made and shall be governed in all respects,
including validity, interpretation and effect, by the laws of the United
Kingdom.
14. All notices, requests or demands and other communications hereunder
must be in writing and shall be deemed to have been duly made if personally
delivered or mailed, postage prepaid, to the parties as follows:
(a) If to the Company, to:
Xx. Xxxxxx X. Gosslein, Jr., President
Xxxxx Medical Devices, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(b) If to the Sellers, to:
Mr. Xxxxxx Xxxxx Xxxxx-Xxxxxxxx
0 Xxxxxxxxx Xxxxx,
Xxxxxxxxx,
Xxxx
XX0 0XX
Mr. Xxxxxx Xxxxxx Xxxxxxx Xxxxx
Sleepers,
Buckland Lane,
Maidstone,
Kent
ME16 OBH
(c) If to PRCC, to:
Xx. Xxxxxx X. Gosslein, Jr., President
Pollution Research and Control Corp.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Any party hereto may change its address by written notice to the other party.
15. This Agreement contains the entire agreement between the parties
and supersedes all prior agreements, understandings and writings between the
parties with respect to the subject matter hereof and thereof. Each party hereto
acknowledges that no representations, inducements, promises or agreements, oral
or otherwise, have been made by any party, or anyone acting with authority on
behalf of any party, which are not embodied herein or in an exhibit hereto, and
that no other agreement, statement or promise may be relied upon or shall be
valid or binding. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally. This
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Agreement may be amended or any term hereof may be changed, waived, discharged
or terminated by an agreement in writing signed by all parties hereto.
16. Prior to the Closing, neither the execution of this Agreement nor
the performance of any provision contained herein shall cause any party hereto
to be or become liable in any respect for the operations of the business of any
other party, or the condition of property owned by any other party, for
compliance with any applicable laws, requirements, or regulations, of, or taxes,
assessments or other charges now or hereafter due to any governmental authority,
or for any other charges or expenses whatsoever pertaining to the conduct of the
business or the ownership, title, possession, use, or occupancy of any other
party.
17. In the event of any litigation between the parties hereto, the
non-prevailing party shall pay the reasonable expenses, including the attorneys'
fees, of the prevailing party in connection therewith.
18. This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which taken together shall constitute but one
and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
/s/ Xxxxxx Xxxxx Xxxxx-Xxxxxxxx XXXXX MEDICAL DEVICES, INC.
Xxxxxx Xxxxx Xxxxx-Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx., President
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/s/ Xxxxxx Xxxxxx Xxxxxxx Xxxxx
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Xxxxxx Xxxxxx Xxxxxxx Xxxxx
POLLUTION RESEARCH AND CONTROL CORP.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx., President
