PATIENT REMINDER PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") dated as of November 16, 2004
("Effective Date"), is entered into by and between TREY RESOURCES, INC.,
("Seller"), a United States Corporation incorporated in the State of Delaware,
and Laser Energetics, Inc., ("Purchaser"), a United States corporation
incorporated in the State of Florida.
RECITALS
A. WHEREAS, Seller owns rights to the Patient Reminder software for use
automatically initiating a telephone call to a client or patient to verify
a set appointment or reservation;
B. WHEREAS, Purchaser wishes to purchase the exclusive Intellectual Property
rights to the Patient Reminder Software on an "as is, where is" basis, and
Seller wishes to grant Purchaser such rights on the terms and conditions
set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller and Purchaser, intending to be legally
bound, hereby agree as follows:
1. DEFINITIONS
1.1. "Software Product" means the Patient Reminder software
1.2. "Object Code" means computer programming in a form not readily
perceivable by humans and suitable for machine execution without the
intervening steps of interpretation or compilation.
1.3. "Source Code" means computer programming code in human readable form
that is not suitable for machine execution without the intervening
steps of interpretation or compilation.
1.4. "End User License Agreement" means a license agreement though which
an End User obtains the right to use the Software Product.
1.5. "Intellectual Property Rights" means any and all (by whatever name
or term known or designated) tangible and intangible, now known or
hereafter existing (a) rights associated with works of authorship
throughout the universe, including but not limited to all exclusive
exploitation rights, copyrights, neighboring rights, and moral
rights, (b) trademark and trade name rights and similar rights, (c)
trade secret rights, (d) patents, designs, algorithms and other
industrial property rights, (e) all other proprietary rights of
every kind and nature throughout the universe, however designated
(including without limitation, logos, character rights, "rental"
rights and rights to remuneration), whether arising by operation of
law, contract, license or otherwise, and (f) all registrations,
applications, renewals, extensions, continuations, divisions, or
reissues thereof now or hereafter in force throughout the universe.
2. ASSIGNMENT
2.1. INTELLECTUAL PROPERTY RIGHTS. As of the Effective Date of this
Agreement, Seller, for itself, its subsidiaries, and its affiliates,
sells, transfers, grants, conveys, assigns, and relinquishes
exclusively to Purchaser, in perpetuity (or for the longest period
of time otherwise permitted by law), all of Seller's, its
subsidiaries' , and its affiliates' right, title, and interest in
and to the Intellectual Property Rights of the Software Product.
2.2. CONSIDERATION. As consideration for the sale of the foregoing assets
to the Purchaser, the Purchaser agrees to pay to the Seller as
follows:
a) 10,000,000 shares of Purchaser's Class A Common Stock, such
shares equal to ten (10%) of the outstanding shares of Class A
Common Stock of the Purchaser at the time of execution of this
Agreement. A physical stock certificate representing
10,000,000 shares of Purchaser's Class A Common Stock shall be
delivered to Seller at closing.
b) A convertible debenture of the Purchaser in an amount of
$250,000. The debenture is convertible into shares of Class A
Common Stock of the Purchaser at a price equal to fifty
percent (50%) of the average closing bid price of the Class A
Common Stock for the four trading days immediately preceding
the conversion date. The convertible debenture has a five (5)
year term, accrues interest at a rate of 5% per year and is
convertible at the holder's option.
c) Purchaser agrees to file with the Securities and Exchange
Commission, within sixty (60) days of the date of execution of
this Agreement, a registration statement on Form SB-2 to
register the 10,000,000 shares tendered to Seller pursuant to
Paragraph 2.2 (a) herein.
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3.0 SELLER REPRESENTATIONS. Seller represents and warrants, that:
a. Seller has not entered into any agreement, license, release,
or order that restricts the right of Seller or Purchaser to
exploit the Products in any way;
b. the execution, delivery, and performance of this Agreement by
Seller do not, and will not violate any security agreement,
indenture, order, or other instrument to which Seller is a
party or by which it or any of its assets is bound;
c. it has the right, power and authority to enter into this
Agreement and fully perform its obligations hereunder;
d. the making of this Agreement by it does not and will not
conflict with any agreement between it and any other party;
e. Seller has title to the Intellectual Property Rights of the
Software Product;
4.0 PURCHASER REPRESENTATIONS. Purchaser represents and warrants, that:
a. the execution, delivery, and performance of this Agreement by
Purchaser do not, and will not violate any security agreement,
indenture, order, or other instrument to which Purchaser is a
party or by which it or any of its assets is bound;
b. it has the right, power and authority to enter into this
Agreement and fully perform its obligations hereunder; and
c. the making of this Agreement by it does not and will not
conflict with any agreement between it and any other party.
d. the Purchase is acquiring the Client Software Product on an
"as-is, where-is" basis from the Seller.
4.2 FURTHER ASSURANCES. Each of Seller and Purchaser agree at the other
party's reasonable request to execute and deliver such further
conveyance agreements, and to take such further action, as may be
necessary or desirable to evidence more fully the transactions
described in this Agreement.
5. CONFIDENTIALITY
5.1 NON-DISCLOSURE. Purchaser may, during the course of its performance
hereunder, have access to material, data, systems and other information
concerning the Seller or any of its subsidiaries, related or affiliated
companies (collectively, "Affiliates") which may not be known to the
general public, including information concerning hardware, software,
business plans and strategies, finances, product pricing, employees and
third party proprietary or confidential information that the Seller or an
Affiliate treats as confidential (the "Confidential Information"). The
Purchaser shall not use any Confidential Information other than for the
limited purpose of exercising its rights and performing its obligations
hereunder and shall not use, publish or divulge any Confidential
Information to any other party, in any advertising or promotion, or in any
other manner without the disclosing party's prior written permission,
which may be withheld in that party's sole discretion. Information shall
not be deemed to be Confidential Information to the extent the Purchaser
can demonstrate that such information (i) was known to the Purchaser at
the time of first disclosure, (ii) is or becomes publicly known through no
wrongful act of the receiving party, (iii) has been disclosed generally by
the disclosing party to third parties without an obligation of
confidentiality, or (iv) has been rightfully received by the Purchaer from
a third party authorized to make such disclosure without restriction
6.0 BROKER FEES
There are no fees of any type due and owing to any broker, finder,
intermediary, investment banker or any other such third party by either
the Seller or the Purchaser as a result of the transaction contemplated
herein.
7.0 MISCELLANEOUS
7.1 RELATIONSHIP OF THE PARTIES. Nothing contained herein shall be
construed as creating any agency, partnership, or other form of joint
enterprise between the parties. Neither party shall have any power to
obligate or bind the other party.
7.2 CHOICE OF LAW; JURISDICTION AND VENUE. This Agreement is made under
and will be governed by and construed in accordance with the laws of the
State of New Jersey, United States of America (except that body of law
controlling conflict of laws). The parties hereby exclusively submit to
the personal jurisdiction of, and waive any objection to, the United
States District Court of New Jersey, and the state courts of the State of
New Jersey in and for the County of Essex.
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7.3 HEADINGS. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or extent of such section or in any way
affect such section.
7.4 COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which will be considered an original, but all
of which together will constitute one and the same instrument.
7.5 ENTIRE AGREEMENT. This Agreement constitutes the parties' entire
agreement relating to its subject matter. It supersedes all prior
contemporaneous proposals, conditions, representations and warranties and
prevails over any conflicting or additional terms of any quote, order,
acknowledgement, or other communication between the parties relating to
its subject matter during the term of this Agreement. No modification of
this Agreement will be binding unless in writing and signed by an
authorized representative of each party.
7.6 FEES AND EXPENSES. The Seller and the Purchaser shall each bear their
own fees, costs and expenses (including all legal fees and expenses)
incurred or that are in the future incurred by, on behalf of or for the
benefit of such party in connection with this agreement or the
transactions contemplated hereby.
7.7 ATTORNEYS' FEES If any legal action or other legal proceeding relating
to this Agreement or the enforcement of any provision of this Agreement is
brought against any party to this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees, costs and disbursements
(in addition to any other relief to which the prevailing party may be
entitled).
7.8 NOTICES. Any notice or other communication required or permitted to be
delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand,
by registered mail, by courier or express delivery service or by
facsimile) to the address or facsimile telephone number set forth beneath
the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice
given to the other parties hereto):
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If to the Seller: if to the Purchaser:
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Trey Resources, Inc. Laser Energetics, Inc.
000 Xxxxxxxxxx Xxxxxxx 0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000 Mercerville, NJ
Attn: Xxxx Xxxxxx Attn: Xxxxxx Xxxxxx
Phone: 000-000-0000
Fax: (000) 000-0000
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IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto
have executed this Agreement as of the date first written above.
LASER ENERGETICS, INC.: (PURCHASER) Trey Resources, Inc. (Seller):
By: /s/ Xxxxxx Xxxxxx By: Xxxx Xxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxx Xxxxxx
Title: CEO Title: CEO
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