AGREEMENT
Agreement made this 31st day of October 1996, between Med-Tex Corporation
(Med-Tex); Enpak Medical Corporation (Enpak or the Company); and Regent
Development Holdings Limited (Regent).
Recitals
Whereas Med-Tex is the holder of 12,700 shares of Enpak stock, which
constitutes all (or 100%) of the issued and outstanding shares of Enpak; and
Whereas Med-Tex is desirous of selling, and Regent is desirous of buying
the Company, on the terms and conditions herein provided,
Now therefore, the parties do hereby agree as follows:
I. Sale of Stock
Med-Tex agrees to sell its shares of Enpak stock to Regent, and Regent
agrees to purchase the 12,750 shares of corporate stock for $1.00, the receipt
and sufficiency of which are hereby acknowledged.
II. Sale of Business
The parties acknowledge that Enpak is in grave financial difficulty, with
long term debt exceeding $1,000,000 and current operating losses of over
$250,000. Regent understands that this share purchase constitutes a sale of
Enpak's entire business, including any and all debts and/or liabilities of the
Company, including but not limited to any liabilities disclosed in any of Med-
Tex's Quarterly or Annual Reports filed with the Securities and Exchange
Commission.
IV. Release and Waiver
Regent hereby release Xxxxx Xxxxxxxx and Xxxxx Xxxxxxx, the current
officers and directors of Enpak from any and all liability arising from either
of their acts/actions as corporate officers or directors except as to
intentional or negligent acts resulting in injury or damages to third parties.
V. Representations and Warranties
The parties acknowledge that they have entered this agreement in reliance
on the following representations and warranties:
A. Regent represents that it has reviewed the Company's current financial
statements and received all requested and necessary information in order for it
to evaluate the risks, and economics of this purchase.
B. All parties represent and warrant that the execution and delivery of this
Agreement has been authorized by each parties' respective board of directors
and shareholders.
C. All parties represent and warrant that the authorized stock of the Company
consists of 100,000 shares of common stock, $.0001 par value per share, of
which 12,750 shares are issued and outstanding and Med-Tex further represents
and warrants that its shares are unencumbered, and are not subject to any
voting trust, voting agreement or other agreement regarding the voting thereon.
D. All parties understand that Enpak is delinquent in various state and
federal and local income, sales, use, franchise, gross revenue, turnover,
excise, payroll, property, and/or employment taxes.
E. Regent understands that Enpak is delinquent in payment on almost all of its
liabilities, and collection proceedings or litigation may be imminent.
F. Med-Tex represents and warrants that no monies are owed to it by Enpak.
VI. Indemnification
In addition to any other remedies available to any of the parties herein,
each party agrees to indemnify, defend and hold harmless the other, and such
other's officer's, directors, employees, agents and representatives against and
with respect to any and all claims, costs, damages, losses, expenses,
obligations, liabilities, recoveries, suits, causes of action and deficiencies,
including interest, penalties and reasonable attorney's fees and expenses
(collectively the damages) that such other shall incur or suffer, which arise,
-2-
result from or relate to any breach of, or failure by any other party hereto to
perform, any of such parties' representations, warranties, covenants contained
in any terms of this agreement.
VIII. Miscellaneous
A. This agreement shall be binding and inure to the benefit of the parties,
and their respective heirs, guardians, legal representatives, successors and
assigns.
B. This agreement shall be governed by the laws of the State of Nevada.
C. If for any reason any of the provisions of this agreement shall be held
invalid, it is the parties intent that all remaining provisions remain valid
and enforceable.
D. This agreement may be executed in any number of counterparts and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one and the same instrument.
E. This agreement may be amended, modified or superseded only by written
instrument executed by each party hereto.
F. This agreement sets forth the entire agreement of the parties with respect
to the transactions contemplated hereby.
Executed on this 8th day of November, 1996.
(REGISTRANT) MED-TEX CORPORATION
BY (SIGNATURE) /s/ Xxxxx Xxxxxxxx
(NAME AND TITLE) Xxxxx Xxxxxxxx, President
(DATE) November 8, 1996
ENPAK MEDICAL CORPORATION
BY (SIGNATURE) /s/ Xxxxx Xxxxxxxx
(NAME AND TITLE) Xxxxx Xxxxxxxx, President
(DATE) November 8, 1996
REGENT DEVELOPMENT HOLDINGS, LIMITED
BY (SIGNATURE) /s/ Xxxx Xxx
(NAME AND TITLE) Xxxx Xxx, President
(DATE) November 8, 1996
-3-
