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EXHIBIT 10.39
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into between Maxco, Inc., a
Michigan corporation of 0000 Xxxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx 00000 ("Maxco")
and Medar, Inc., a Michigan corporation of 00000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx Xxxxx, XX 00000 ("Medar"), effective July 15, 1997.
Sale of Stock . Medar hereby agrees to sell the One Hundred Fifty
Thousand (150,000) shares of its common stock (the "Shares") to Maxco and Maxco
agrees to purchase such shares.
Consideration. The consideration for the transfer of the Shares is
Five Dollars ($5) per share, for a total consideration of Seven Hundred Fifty
Thousand Dollars ($750,000), to be paid in cash upon delivery of the Shares.
Delivery of Shares . Medar agrees to deliver the Shares to Maxco upon
execution of this Agreement.
Representations of Medar . Medar hereby represents that it has the full
right, power and authority to transfer the Shares subject to this Agreement,
and that when delivered pursuant to this Agreement against the payment of the
consideration therefor, Maxco will acquire good and marketable title, free and
clear of any claims, liens, equities, encumbrances or security interests
whatsoever. It is understood, however, that the Shares are being transferred in
a private transaction without registration with the Securities and Exchange
Commission, and will be restricted securities which cannot be transferred
without registration or pursuant to an applicable exemption from registration.
Representations of Maxco . Maxco represents that it is purchasing the
Shares for investment and not with a view to resale.
No Warranties. Both parties to this transaction are fully
knowledgeable regarding the affairs and conditions of each of the affected
companies and have full ability to obtain any information regarding the
companies. Other than the representations set forth above, neither party to
this transaction makes any representations or warranties whatsoever.
Wherefore, the parties have signed this Agreement effective on the date
first above written.
Medar, Inc. Maxco, Inc.
By:________________________ By:___________________
Xxxxxxx X. Xxxxx, President Xxx X. Xxxx, President
