Exhibit 10.05
AGREEMENT
Sparta Surgical Corporation ("Sparta") and Cordial, N.V. ("Coridal") agree to
the following:
1. In consideration of Corida1's services to Sparta, including, but not
limited to, consult and financial services performed, Sparta shall issue to
Coridal, 350,000 shares Common Stock, par value $0.002, of Sparta Surgical
Corporation on or before November 25, 1999. All shares shall have piggyback
registration rights and Sparta shall register the 350,000 shares issued
pursuant to this Agreement, and (ii) the 582,000 shares previously issued
to Coridal by Sparta, all no later than March 1, 2000. It is agreed that
none of Coridal's Common Stock in Sparta will participate in a Voting
Trust.
2. Sparta agrees to set up a segregated account for the $350,000 loan and
further agrees that it shall use the funds pursuant to the attached Use of
Proceeds. Prior to Spar withdrawal of funds, Coridal's representative shall
be notified as funds are about to withdrawn from the segregated account and
the representative will acknowledge writing approval of same.
3. It is agreed that Coridal shall have an irrevocable option (the "Option")
to purchase additional 500,000 shares of Common Stock of Sparta Surgical
Corporation, at a price of $1.00 per share, exercisable within ten days
from submission of due diligence material Coridal for Sparta's targeted
acquisition of Home Med-Equip, Inc. or a comparable acquisition. The Option
supercedes all previous options given to Coridal by Sparta purchase Sparta
Common Stock.
4. Xxxx X. Xxxxxx will be recommended and nominated by Xxxxxx X. Xxxxxx to the
Boar Directors of Sparta.
5. In the event that Coridal exercises the Option and purchases the 500,000
shares of Sparta as set forth in paragraph 3 above, Coridal agrees to
convert the indebtedness evidenced by that certain promissory note dated
November 3, 1999 into 350,000 shares.
This Agreement shall be in all respects governed by and construed and applied in
accordance with laws of the State of New York. The parties to this Agreement
consent to the jurisdiction the New York Courts. Arty modification of this
Agreement must be in writing signed by Parties hereto.
AGREED AND ACCEPTED THIS 3rd DAY OF NOVEMBER, 1999
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------- -----------------------------------
Coridal, N.V. Xxxxxx X. Xxxxxx, Chairman
President, CEO
Sparta Surgical Corporation
AGREEMENT
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In consideration of Spags Investment Group, N.V. ("Spags") making a $350,000
loan to Sparta Surgical Corporation ("Sparta") it is agreed to by the above
parties as to the following:
1. Sparta will repay the $350,000 on March 3, 2000 at 7% annual interest
as evidence by an executed promissory note (the "Note").
2. The moneys when due will be paid by Sparta outside the United States.
Sparta will pay Spags by wiring funds to the account from which the
funds were originally sent to Sparta.
3. Any modification of this Agreement will be in writing. This Agreement
shall be in all respects governed and construed and applied in
accordance with the laws of the State of New York. The parties to this
Agreement consent to the jurisdiction of the New York Courts.
4. Sparta and Spags agree that if Coridal, N.Y. purchases 500,000 shares
of Sparta Common Stock, par value $0.002, at $1.00 per share ("Common
Stock"), then Coridal will also convert its Note of $350,000 into
350,000 shares of Sparta Common Stock at $1.00 per share.
AGREED THIS 3rd DAY OF NOVEMBER, 1999
/s/ Xxxxxx X. Xxxxxx
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Spags Investment Group, N.V. Sparta Surgical Corporation
By Xxxxxx X. Xxxxxx, Chairman
of the Board President and CEO
OPTION
In consideration of Coridal, N.Y. ("Coridal") securing a loan from Spags
Investment Group, N.Y. ("Spags") for Sparta Surgical Corporation ("Sparta"),
Sparta and Coridal agree to the following:
1. In consideration of services performed, Sparta shall issue to Coridal,
350,000 shares of Common Stock, par value $0.002, of Sparta Surgical
Corporation on or before November 25, 1999. All shares shall have
piggyback registration rights and Sparta shall, if requested by
Coridal, register Coridal's 350,000 shares, Coridal's 240,000 shares
and Coridal's 342,000 shares of Common Stock no later than March 1,
2000. It is agreed that none of Coridal's Common Stock in Sparta will
participate in a Voting Trust.
2. Sparta agrees to set up a segregated account for the $350,000 loan and
further agrees that it shall use the funds pursuant to the attached
Use of Proceeds. Coridal's representative shall be notified as funds
are about to be withdrawn from the segregated account and the
representative will acknowledge in writing approval of same.
3. It is agreed that Coridal shall have an irrevocable option ("Option")
to purchase 500,000 shares of Common Stock, par value $0.002, of
Sparta Surgical Corporation exercisable on the following terms:
(a) That within ten days from submission of due diligence material to
Coridal for Sparta's targeted acquisition of Home Med-Equip, Inc.
or a comparable acquisition, Coridal can purchase 500,000 shares
of the above referred to Common Stock for $500,000.
4. Xxxx X. Xxxxxx will be recommended and nominated by Xxxxxx X. Xxxxxx
to the Board of Directors of Sparta.
This Agreement, which supercedes the Agreement of August 30, 1999, shall be in
all respects governed by and construed and applied in accordance with laws of
the State of New York. The parties to this Agreement consent to the jurisdiction
of the New York Courts. Any modification of this Agreement will be in writing.
AGREED AND ACCEPTED THIS 3RD DAY OF NOVEMBER, 1999
By: /s/ Xxxxxx X. Xxxxxx
------------------------------- ------------------------------------
Spags Investment Group, N.V. Xxxxxx X. Xxxxxx, Chairman
President, CEO
Sparta Surgical Corporation
