EXHIBIT 10.20
STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement is entered into this 19th day of June,
1998 by and between DermaGuard, Inc., a Louisiana corporation ("DermaGuard"),
with its principal place of business at 0000 Xx. Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX
00000, represented herein by Xxxxxx X. Xxxx, its President, duly authorized by
corporate resolution dated June 18, 1998 attached hereto, and National Boston
Medical, Inc., a Delaware corporation ("NBM"), with its principal place of
business at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx, 00000, represented herein
by Xxxxxx X. Xxxxx, its President, duly authorized by corporate resolution dated
June 18, 1998 attached hereto.
WHEREAS, NBM desires to acquire ten percent (10%) or 700 shares of
the 7,000 issued and outstanding voting shares of stock of DermaGuard, Inc. and
DermaGuard desires to acquire three percent (3%) or 150,000 shares of the
5,000,000 issued and outstanding voting shares of stock of NBM;
NOW THEREFORE, in consideration of the mutual covenants and
agreements set froth herein, and other good and valuable consideration, the
parties agree as follows:
1. NBM shall issue 150,000 shares of its voting common stock to
DermaGuard and in exchange thereof, DermaGuard shall issue 700 shares of its
voting common stock to NBM.
2. NBM hereby represents and warrants that the 150,000 shares issued
to DermaGuard pursuant to paragraph 1 above constitutes three percent (3%) of
all of its issued and outstanding shares as of June 18, 1998.
3. DermaGuard hereby represents and warrants that the 700 shares
issued to NBM pursuant to paragraph 1 above constitutes ten percent (10%) of all
DermaGuard's issued and outstanding shares as of June 18, 1998.
4. Pursuant to the above, NBM hereby agrees to transfer to
DermaGuard, Inc. 150,000 shares of NBM's stock and DermaGuard hereby agrees to
transfer to NBM 700 shares of DermaGuard's stock within seven days of the date
of execution of this agreement.
5. Each party hereto represents and warrants that the shares acquired
by said party are being acquired for said party's own account for investment,
with no view to public distribution or resale thereof. Neither party will offer
or sell any such shares received pursuant to this agreement in violation of the
provisions of the Securities Act of 1933 and applicable State Blue Sky Laws.
6. Each party hereto represents and warrants that the shares issued
by it to the other party will be duly authorized, validly issued, fully paid and
non-assessable.
7. This agreement shall be governed by the laws of the State of
Louisiana.
8. If, at any time, NBM proposes to file a registration statement
under the Securities Act of 1933 with respect to an offering by NBM for its own
accounts or for the account of any security holders of NBM shares of stock, NBM
shall give written notice of such proposed filing to DermaGuard at least thirty
(30) days before the date of anticipated filing with the Securities Exchange
Commission. In said notice NBM shall offer to DermaGuard the opportunity, to
register such number of shares as DermaGuard may request in writing (hereinafter
referred to as "Piggyback Registration"). In connection with any Piggyback
Registration, NBM shall be responsible for all registration expenses but
not for any fees and expenses of counsel to DermaGuard.
IN WITNESS WHEREOF the parties executed this agreement this 19 day of June,
1998. WITNESSES:
NATIONAL BOSTON MEDICAL, INC.
/s/Xxxxxxx X. Laynd
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/s/ Xxxxxx X. Xxxx By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
DERMAGUARD, INC.
/s/Xxxxxxxx Xxxxx
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/s/ Xxxx Xxxxxx By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
A C K N O W L E D G E M E N T
STATE OF MASSACHUSETTS
COUNTY OF BRISTOL
BEFORE ME, Shabha Kunar, a Notary in and for the said state and parish,
this day personally appeared: XXXXXX X. XXXXX appearing herein in his capacity
as President of National Boston Medical, Inc. to me personally known to be the
identical person whose name is subscribed to the foregoing Manufacturing,
Distribution and Assignment Agreement as representing National Boston Medical,
Inc., and acknowledged to me in the presence of the undersigned witnesses that
he executed the same on the date hereof on behalf of said corporation, and that
it was executed for the uses, purposes and considerations therein expressed by
authority of the Board of Directors of said corporation, as the free act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto signed this acknowledgment with
the said appearer and the two competent witnesses at Taunton , Massachusetts, on
the 23rd day of June, 1998, after due reading of the whole.
WITNESSES:
/s/Xxxxxxx X. Laynd
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/s/ Xxxxxx X. Xxxx By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
/s/ Shaliha Kumar
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NOTARY PUBLIC
MY COMMISSION EXPIRES AUGUST 9, 2002
A C K N O W L E D G E M E N T
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, A.T. Ferrouillet, a Notary in and for the said state and parish,
this day personally appeared: XXXXXX X. XXXX appearing herein in his capacity as
President of DermaGuard, Inc. to me personally known to be the identical person
whose name is subscribed to the foregoing Manufacturing, Distribution and
Assignment Agreement as representing DermaGuard, Inc., and acknowledged to me in
the presence of the undersigned witnesses that he executed the same on the date
hereof on behalf of said corporation, and that it was executed for the uses,
purposes and considerations therein expressed by authority of the Board of
Directors of said corporation, as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto signed this acknowledgment with
the said appearer and the two competent witnesses at New Orleans, Louisiana, on
the 18th day of June, 1998, after due reading of the whole.
WITNESSES:
/s/Xxxxxxxx Xxxxx
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/s/ Xxxx Xxxxxx By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
/s/Alvany Ferroviller, Jr.
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NOTARY PUBLIC
