Exhibit 10.15
PURCHASE AGREEMENT OF IRSCO DEVELOPMENT COMPANY BY COMPUMED
1. CompuMed shall acquire Irsco Development Company, Inc. ("Irsco") for
an exchange of stock.
2. CompuMed shall issue 500,000 shares of its $3.50 preferred stock,
series B, to the owners of 100% of the stock of Irsco Development
Corporation for all of their stock. These shares shall be divided equally
between Xxxxxxx Xxxxxx and Xxx Xxxxxx. The preferred stock is convertible
into common stock at the rate of ten shares for one. CompuMed, upon 30
days notice, has the right of redemption after one year at $3.85 per share
subject to the stockholders option to convert to common. In addition,
CompuMed shall issue 220,000 five year warrants exercisable at $.37 1/2
cents per share.
3. CompuMed understands that Irsco has agreed to a three year 9% interest
third trust deed for $470,000 less any accrued liabilities to be placed
against the property. Payments by Irsco of 3% will be due monthly for
three years.
4. Xxxxx Xxxxxxxxx will be receiving upon closing a finder's fee of
23,333 shares of CompuMed convertible preferred stock, series B. The
parties hereto represent that there are no other finders or agents entitled
to any fees in regard to this transaction.
5. The property owned by Irsco Industrial Park is subject to the
following trust deeds including the third trust deed set forth in paragraph
3, above:
1st and 2nd trust deed 3,220,000
3rd trust deed 470,000
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Total $3,690,000
6. The exchange of stock is specifically subject to an appraised value of
the Irsco Industrial Park of not less than $5.2 million.
7. Sellers represent and warrant the validity of the Irsco financial
statement on a full accrual basis as of August 12, 1994, and that there are
no other encumbrances on Irsco or the property, and that there are no
financial commitments or obligations other than those disclosed in the
financial. The balance sheet is an approximation as of August 12, 1994 and
adjustments to the third trust deed will be made as necessary to conform
with the final audited statement for a $1.5 million net worth of Irsco.
8. Xxxxxxx Xxxxxx agrees to manage the property for 3% of revenue with
Irsco/CompuMed keeping the books. Management fees shall only be due out of
positive cash flow and shall otherwise accrue.
9. CompuMed and Irsco represent that they are corporations duly
organized, validly existing and in good standing under the laws of Delaware
and California, respectively. CompuMed and Irsco represent that the
execution and delivery of this agreement by them and the conveyance of
stock provided in it have been duly authorized by all necessary corporate
action, and is a valid and binding agreement on both CompuMed and Irsco at
the closing.
10. The two Irsco stockholders ("stockholders") acknowledge that the
CompuMed Preferred Stock received by them has not been registered under the
Securities Act of 1933, as amended (the "Act") or qualified under the
California Securities Law of 1968, as amended, and that the stockholders
are acquiring the Preferred Stock for their own accounts for investment
purposes and not with a view to, or for sale in conjunction with, any
distribution thereof in a manner contrary to the Act. Stockholders
represent that they have acquired sufficient information about CompuMed to
reach an informed decision to acquire the CompuMed Preferred Stock.
Agreed to this 12 of August 1994
COMPUMED, INC. IRSCO Development Co., Inc.
By /s/ Xxxxxx Xxxxxxxxxx
_____________________ By /s/ Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxxx, ______________________________
President Xxxxxxx Xxxxxx, President
By /s/ Xxx Xxxxxx
______________________________
Xxx Xxxxxx, Secretary
