Exhibit 10.1
Amendment to Notes Payable
Revision 10/06/00
This document amends the Note Payable or Contingency Agreement dated August 4,
1999 between Xxxxxxxxx Asset Management Trust (Xxxxxxxxx), Biological
Technologies, Inc. (BTI), and Magellan Technology, Inc. (corporate named changed
to BioMeridian Corp., hereinafter referred to as "BioMeridian"). This document
supercedes any revisions or amendments to the Note Payable (including the Note
Payable - Revised Terms dated March 31, 2000).
Reviewing the fund raising and financing efforts of BioMeridian, there is some
doubt that BioMeridian will be successful in making the final payment of
principle and interest by or near September 30, 2000. In light of this
development, Xxxxxxxxx, BTI and BioMeridian agree to amend the Note Payable and
Contingency Agreement on the following terms.
Transfer of BTI Business to Xxxxxxxxx Asset Management Trust
Xxxxxxxxx and BioMeridian agree to an amicable transfer of the BTI business
assets acquired by BioMeridian from Xxxxxxxxx in the original acquisition
transaction dated August 4, 1999 (the "Assets") to Xxxxxxxxx. Essentially, BTI
will be kept intact as a going concern by Xxxxxxxxx, and BioMeridian will become
a preferred distributor of BTA products. Further, Xxxxxxxxx and BioMeridian will
have joint ownership of the BTA S-3000 product.
Business Transfer Terms:
1. Ownership of the BTI Assets will revert to Xxxxxxxxx Asset Management
effective October 16, 2000.
2. Xxxxxxxxx will create a preferred distributorship for all BTA products
with BioMeridian.
o BTA product pricing to BioMeridian will be: Cost of Instrument +
Customer Support Cost + Manufacturing Profit. For the BTA S-2000 &
2000SG this will be $4,500. This pricing may be subject to change
based upon increases in normal costs. In the event of increasing
costs, BioMeridian and BTI will agree to reasonable and necessary
price changes.
o Xx. Xxxxxxxxx will agree to create software packages for a seamless
interface between BTA, MSA and any future products developed. This
software and capability will be exclusively owned by BioMeridian.
BioMeridian will pay for all costs of development as well as any other
related expense.
o The future intent of BioMeridian and BTI will be to market MSA and BTA
devices in a complimentary package, particularly in the American
markets.
o BTI will not create distributorships with any current EAV companies
distributed to and/or headquartered in the Americas.
3. All unpaid debt accrued interest and other amounts due from
BioMeridian to Xxxxxxxxx Asset Management is forgiven and cancelled.
4. Each of Xxxxxxxxx and BTI hereby releases, waives and discharges any
and all claims which it has, had or may have against or with respect
to BioMeridian (or any of its officers, directors, agents or
affiliates) that relate in any manner to the transfer of the Assets by
BTI to BioMeridian on August 4, 1999, the Note Payable or Contingency
Agreement.
5. All BTA S-2000 technology and software development will belong to
Xxxxxxxxx.
6. The BTA S-3000 software and basic firmware will belong to Xxxxxxxxx
(this is virtually the same software and DACM used for the BTA
S-2000SG). The BTA S-3000 mechanical design, electrical design and
automation firmware/software will belong to BioMeridian. BioMeridian
will complete the mechanical design and testing on the S-3000 as soon
as practical. BioMeridian will pay for all expenses for the reasonable
development of the BTA S-3000.
o For future sales of the BTA X-0000 Xxxxxxxxx and BioMeridian, each
will be paid a Licensing Fee of $1000 for their ownership of the BTA
S-3000 technology.
o Pricing to BioMeridian for the BTA S-3000 from Xxxxxxxxx will be: Cost
of Instrument + Customer Support Cost + manufacturing profit + $1,000
Xxxxxxxxx License Fee.
o Pricing to Xxxxxxxxx for the BTA S-3000 from BioMeridian will be:
$1000 BioMeridian License.
7. All trade payables and receivables associated with the operation of
the Assets prior to October 16, 2000 will accrue to BioMeridian. The
balance due Family Technologies for software development of the BTA
S-2000 software will be paid by Xxxxxxxxx. BioMeridian will pay for
all current Family Technologies xxxxxxxx through October 16, 2000.
In the event BTI is unable to get services from existing vendors
due to outstanding BioMeridian debt, BTI will request BioMeridian
to get their debts current. In the event BioMeridian does not
respond, BTI may elect to pay vendors directly and add $3000 to
the cost of each BTA device until they have been reimbursed.
8. All Arizona personnel, assets and liabilities, patents, trademarks,
and intellectual property related to the Assets will revert to BTI as
of October 16, 2000 (except as noted in #5 above). Any debts and
overhead costs will remain with BTI from that point forward.
BioMeridian will be rewarded a Preferred Distributor License
consistent with Item #2 above.
BioMeridian will agree to a minimum purchase quota of 1 BTA per
quarter to keep the Distributorship active.
BioMeridian agrees to hold BTI harmless for all acts, liabilities and
contracts entered into by BioMeridian from the period of October 1, 1999 through
October 16, 2000. Any acts, liabilities and contracts prior to October 1, 1999
or subsequent to October 16, 2000 will be the responsibility of BTI
9. Xx. Xxxxxxxxx will remain in an active consulting role for BioMeridian
and retain a seat on the Advisory Board. His availability will be on a
part-time basis at a fair rate. Terms of the consulting role will be
defined in a separate Consulting Agreement.
10. Xxxxxxxxx Asset Management Company grants to BioMeridian a six-month
option to sell their BioMeridian stock through a 3rd party purchaser
at a price of $0.30/share. If the market price of the stock is equal
to or exceeds $0.30 per share, Xxxxxxxxx may elect to sell the stock
on the open market with BioMeridian retaining a first right of
refusal.
11. In the event Xxxxxxxxx is unable to provide adequate customer support
or manufacturing of BTI products due to a catastrophic event (such as
bankruptcy), BioMeridian may assume those responsibilities and pay to
Xxxxxxxxx a reasonable Licensing Fee (similar to #5 above).
12. In the event Xxxxxxxxx and the BTI Company is sold, all rights and
distributor privileges detailed in this document will accrue to
BioMeridian in perpetuity.
13. In the event of a bankruptcy or business failure of BioMeridian or
successors, all BioMeridian rights and licenses in the BTA will cease.
14. In the event of the bankruptcy or business failure of Xxxxxxxxx or
successors, all technology rights and ownership of the BTA will inure
to BioMeridian.
Re-instatement Clause: In the event BioMeridian is able to obtain adequate
funding to complete the purchase of BTI and pay the Note balance due (as
detailed in paragraph #1) by October 31, 2000, Xxxxxxxxx and BioMeridian may
mutually agree to complete the sale as originally negotiated. If that election
is made, this document becomes null and void.
The undersigned have carefully reviewed the foregoing document and by signing
below agree to be bound by the terms.
Xxxxxxxxx Asset Management Trust BioMeridian Corporation
(formerly Magellan Technology, Inc.)
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxx Fresh
____________________ ____________________
Its: President Date 10/24/00 Its: Chairman Date 11/22/00
Biological Technologies
BioMeridian International, Inc.
By: /s/ Xxxxxx Xxxxxx
________________________
Its: President Date 10/19/00
