EXHIBIT 10.2
PURCHASE AGREEMENT BETWEEN NOVA BIOGENETICS, INC AND ECO GROUP
SHAREHOLDERS
THIS AGREEMENT is entered into this 30th day of June 2005 by and between Nova
BioGenetics, Inc. a corporation organized and existing under the laws of the
State of Delaware, USA having a principal place of business at 0000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx. 00000, XXX (hereinafter referred to as
"NOVA") and Xxxxxxx Xxxxx of High Venture, Xxxxxx Xxxxx, Xxxxxxx, Xxxx xx Xxxxx
XX00 0XX, Xxxxxxx and Xxxxx Xxxxxxxx of 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
XX0 0XX, Xxxxxxx (together hereinafter referred to as "the Warrantors") for and
on behalf of themselves and all other shareholders of Eco Group International
Ltd as listed in Column 1 of Exhibit A hereto (hereinafter referred to as the
"ECO GROUP SHAREHOLDERS").
WHEREAS:
o Eco Group International Limited is a corporation organized and existing
under the laws of the United Kingdom, having a principal place of business
at Portsmouth Technopole, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx XX0 0XX, Xxxxxxx
(hereinafter referred to as "ECO GROUP");
o Eco Group is involved in the marketing and sale of Antimicrobial and new
Antibiotic Drugs and their derivatives (as defined hereinafter);
o ECO Group owns various assets including but not limited to, furniture,
fixtures, inventory, intellectual property, license agreements, client
lists existing and new and any cash held within the bank accounts of Eco
Group;
o Nova wishes to receive, own and control, all assets and shares of Eco
Group associated with such business upon the terms described below.
NOW IT IS HEREBY AGREED for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, as follows:
1. DEFINED TERMS
1.1 As used herein, the terms below shall have the following meanings:
o "Antimicrobial Agents" shall mean agents that are intended to (i)
disinfect, sanitize, reduce, or mitigate growth or development of
microbiological organisms; or (ii) protect inanimate objects (for
example floors and walls), industrial processes or systems,
surfaces, water, or other chemical substances from contamination,
fouling, or deterioration caused by bacteria, viruses, fungi,
protozoa, algae, or slime marks;
o "Closing Date" means 30 June 2005 or, if the context requires, any
later date which becomes the date for closing of this Agreement in
accordance with the terms hereof;
1
o "Intellectual Property" means proprietary processes, trade secrets,
licenses, license rights, specifications, technical manuals and
data, drawings, inventions, designs, patents, patent applications,
product information and data, know-how and development
work-in-progress, and other intellectual or intangible property,
that comprise or are necessary to the use of the Assets (as defined
hereinafter), whether pending, applied for or issued, whether filed
in the United States or in other countries and all things authored,
discovered, developed, made, perfected, improved, designed,
engineered, acquired, produced, conceived or first reduced to
practice by Eco Group or any of its employees or agents that are
embodied in, derived from or relate to the Assets, in any stage of
development, including, without limitation, modifications,
enhancements, designs, concepts, techniques, methods, ideas, notes
and all other information relating to the assets, including domain
names, and trade names, whether registered or under common law.
2. TRANSFER OF SHARES
2.1 The Warrantors shall use all reasonable efforts to procure from all ECO
Group International, Ltd. shareholders, an executed stock transfer form in
respect of the shares held by them in ECO Group (as listed in Column 2 of
Exhibit A hereto) ("the Eco Group Shares") on or before 30 June 2005,
provided that if the Warrantors are unable to procure each and every one
of the Eco Group Shareholders to execute stock transfer forms in respect
of the whole of the Eco Group Shares on or before 30 June 2005 then Nova
shall have the following options:
(a) to extend the Closing Date to such later date as it specifies in
writing (but not later than 31 July 2005); or
(b) to take a transfer of such shares in Eco Group from those of the Eco
Group Shareholders as have executed transfers in respect thereof;
(c) to terminate this Agreement forthwith on the basis that none of the
parties hereto shall have any further claims against the other
whatsoever.
2.2 The consideration for such transfer of the ECO Group Shares shall be
satisfied on the Closing Date by the issue to the ECO Group Shareholders
of 966,500 shares in Nova as listed in Column 3 of Exhibit A hereto ("the
Nova Consideration Shares").
3. THE WARRANTORS' REPRESENTATIONS AND WARRANTIES
3.1 The Warrantors hereby represent and warrant to Nova that:
(a) Eco Group shall maintain all its existing Intellectual Property at
its sole cost until the Closing Date and any failure to do so shall
constitute an event of default.
(b) the cash balance within the bank account of Eco Group at the Closing
Date shall be not less than (pound)100,000.
2
(c) all product inventory currently owned by Eco Group, the inventory
list of which is included in Part 1 of Exhibit "B", will still be
owned by Eco Group at the Closing Date.
(d) all of the assets of Eco Group including any equipment, fixtures,
furnishings, inventory, trade marks, trade names, patents, licenses,
intellectual property and other tangible and intangible assets being
owned by Eco Group and listed in the inventory attached as Part 2 of
Exhibit "B" are presently titled in the name of Eco Group.
(e) Eco Group is the lawful owner in every respect of all the described
property in Exhibit "B", and that it is free and clear of any and
all liens, security agreements, encumbrances, claims, demands and
charges of every kind and character whatsoever.
(f) Eco Group will defend the title to all the described property
against every person whomsoever lawfully claiming or purporting to
claim an interest in any of the described property or any part
thereof up to and including the Closing Date.
(g) there are no suits, judgments, bankruptcies, executions, or liens of
any kind pending against Eco Group in any court whatsoever that
could in any way affect the title to said Assets, or constitute a
lien thereon, and that Eco Group is not surety on the bond of any
Government official, or any other bond nor are there any Loan Deeds,
Trust Deeds, Mortgages or Liens of any nature whatsoever unsatisfied
against said assets.
o Nova shall not make any claim under any of the warranties listed in clause
3.1 above unless notice of such claim giving reasonable particulars of the
subject matter thereof are delivered to the Warrantors within twelve
months of the Closing Date.
o The maximum amount of all claims against the Warrantors in the aggregate
shall not exceed in the case of Xxxxxxx Xxxxx the sum of $250,000 and in
the case of Xxxxx Xxxxxxxx the sum of $50,000.
4. NOVA'S REPRESENTATIONS AND WARRANTIES
4.1 Nova hereby represents and warrants to the Eco Group Shareholders that:
(a) as of the Closing Date there will be 10,751,272 Nova shares
outstanding, and two million shares held in reserve for executive
bonus;
(b) approximately two million four hundred thousand Nova shares are
listed for trading on the Over the Counter Bulletin Board ("OTCBB");
(c) warrants and options have been granted in respect of approximately
two million Nova shares as at the date hereof.
11. The Warrantors shall not make any claim under any of the warranties listed
in clause 4.1 above unless notice of such claim giving reasonable
particulars of the subject matter thereof are delivered to Nova within six
months of the Closing Date.
12. The maximum amount of any and all claims against Nova shall not in the
aggregate exceed the sum of $966,500.
3
5. ACCOUNTING
As and from the Closing Date separate books of accounts shall be kept by
Nova for the UK branch office and shall be linked to corporate
headquarters. A copy of financial records prior to the closing of this
Agreement shall be submitted to Nova and any discrepancies of the
transaction anticipated by this Agreement shall be considered a default
under this Agreement. No material events shall occur prior to the Closing
Date to change Exhibit "C" attached hereto without the express written
authority of Nova.
o MANAGEMENT
After the Closing Date it is agreed Nova will engage the services of the
named individuals to assist in running the U.K. office: a) Group Managing
Director, Xx. Xxxxxxx X. Xxxxx, b) Business Director, Xx. Xxxxx X.
Xxxxxxxx. Management will be required and responsible for reporting to
corporate headquarters in the USA on an as directed basis.
o FURTHER ASSURANCES
Each of the parties hereto shall execute such further documents and
perform such other acts, to the extent permitted by law, that may be
reasonably necessary or expedient to further the purposes of this
Agreement or to further assure the benefits intended to be conferred
hereby, including (for no further consideration) execution, and filing if
necessary, of such documents and/or information as may be required with
patent office(s) and such other governmental and/ or administrative
agencies as may be required so as to effectuate the terms and intent of
this Agreement. Eco Group and Nova shall each sign and file (with the
applicable agencies and governmental offices) any and all documents as may
be necessary and proper so as to effectuate the full intent of this
Agreement as expressed herein and to provide such notice as may be
required.
8. AUTHORITY
8.1 Nova hereby represents to the Warrantors that it has full and complete
corporate power and authority to enter into this Agreement and to bind
itself to the terms and conditions contained in this Agreement. Further
that it has been authorized by its board of directors and shareholders to
enter into this Agreement and are further authorized to execute any and
all documents necessary to consummate the transaction contemplated by this
Agreement.
8.2 The Warrantors hereby represent to Nova that they have full and complete
power and authority to enter into this Agreement.
9. CLOSING
Together with an executed counterpart of this Agreement, the following
items shall be delivered by the parties at the closing:
(a) the Eco Group Shareholders will cause to be transferred and
delivered at closing of this Agreement or as soon as practicable
thereafter all the shares of Eco Group as provided for in section
2.1 and duly executed transfers thereof.
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(b) Nova shall deliver to the Eco Group Shareholders all certificates
evidencing the Nova Consideration Shares.
10. LAW
This Agreement shall be governed by English law and the parties hereto
hereby submit to the non-exclusive jurisdiction of the English courts.
AS WITNESS this Agreement has been entered into the day and year first before
written.
5
EXHIBIT A
ECO GROUP SHAREHOLDERS
NUMBER OF
ORDINARY SHARES OF NOVA CONSIDERATION
NAME AND ADDRESS (POUND)1 EACH SHARES
Xxxxxxx Xxxxxxx Xxxxx 2,500 250,000
High Venture
Xxxxxx Xxxxx
Xxxxxxx
Xxxx xx Xxxxx
XX00 0XX
Xxxxx Xxxxx Xxxxxxxx 1,000 50,000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxx Xxxxx 200 5,000
00 Xxxxxxxx Xxxxxx
Xxxxxx
XX00 0XX
Xxxxxx Xxxx Xxxxxxxx 186 55,800
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxxx Xxxxxx Xxxxxxxx 46 13,800
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxx Xxxxx Xxxxxxxx 22 6,600
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxx Xxxxxxxx 22 6,600
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
6
Fiona Xxx Xxxxxxxx 7 2,100
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx Xxxx
Xxxxxxxxx-xxxx-Xxxx
XX00 0XX
Nigel Xxxxxxxx Xxxxxxxx 7 2,100
00 Xxxxx Xxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxx
XX0 0XX
Xxxx Xxxxx Xxxxx 100 30,000
Xxxxxx Xxxxxx Xxxx
Xx Xxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
Xxxxxxxx Xxxxxx Xxxxx 100 30,000
Tudor Xxxxx
Xxxxx Xxxxxx Xxxx
Xxxxxxx
Xxxxx
XX00 0XX
Xxxx Xxxx Xxxxx 70 21,000
0 Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxxx 60 18,000
0 Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxx Xxxx Xxxxx 25 7,500
0 Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxxx Xxxxx 25 7,500
0 Xxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
7
Xx Xxx Xxxxxxxx 85 25,500
Charnwood House
00 Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
Xxxxxxxxx Xxxx Xxxxxxxx 85 25,500
Charnwood House
00 Xxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
Xxxx Xxxxxx 40 12,000
00 Xxxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxx Xxxxxxxx Xxxxxx 40 12,000
00 Xxxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxx Xxxx Xxxxx 7 2,100
00 Xxxxxx Xxxxx
Xxxxxx
Xxxxxx
XX0 0XX
Xxx Xxxxxxx 150 45,000
000 Xx Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxx Xxxxxx Xxxxxx 10 3,000
00 Xxxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxx Xxxxxx 10 3,000
00 Xxxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
8
Xxxxx Xxxxxxxx Xxxxx 100 30,000
00 Xxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxx Xxxxxx Xxxxxxx 27 8,100
"Xxxxxxxx"
000 Xxxxx Xxxx
Xxxxxxx
Xxxxxxxx
Xxxxx
XX00 0XX
Xxxxxxxxx Xxxx Xxxxxxx 10 3,000
"Xxxxxxxx"
000 Xxxxx Xxxx
Xxxxxxx
Xxxxxxxx
Xxxxx XX00 0XX
Xxxxxxx Xxxxx Xxxxxxx 5 1,500
Xxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxxx Xxxxxx 5 1,500
00 Xxxxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxx Xxxxx Xxxxxx 50 15,000
Xxxxxxxxx
00 Xxxxxxxxxx
Xxxxxxxx
Xxxxx
XX00 0XX
Xxxxx Xxxxxxxxx 50 15,000
00 Xxxxxxxxxx
Xxxxxxxx
Xxxxx
XX00 0XX
Xxxxxxxx Xxxxx 10 3,000
00 Xxx Xxxxxxx
Xxxxxxxxxx
Xxxxxxxx
XX0 0XX
9
Lyndalyn Xxxxxx 34 10,200
000 Xxxxxx Xxxx
Xxxxxxxxxxxx
Xxxxxxxxxx
X00 0XX
Xxxxx Xxxxx Xxxxx 20 6,000
1661 Xxxxxx Xxxx
Xxxx Xxxxxxx
Xxxxxxxxx
XX0 0XX
Xxxxx Xxx Xxxxx 17 5,100
00 Xxxxxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Xxxxxxx Xxxxxx Xxxxxxx 7 2,100
0 Xxxxxxx Xxxxx
Xxxxxx Xxxxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
Xxxxxxxx Xxxxxx Xxxxx 11 3,300
00 Xxxxxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
Xxxxx Xxxxx Xxxxxxx 34 10,200
00 Xxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxxxxx Xxxx Xxxxxxx 100 30,000
00 Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxx Xxxxxxx Xxxxxxx 100 30,000
00 Xxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxxxx 20 6,000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
10
Xxx Xxxx Xxxxxxx 20 6,000
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxx Xxxxxxxx 20 6,000
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxx Xxxxx 10 3,000
00 Xxxxx Xxxx
Xxxxxxxxxx
Xxxxxx
XX0 0XX
Xxxx Xxxxx 5 1,500
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxx 5 1,500
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxxxx 10 3,000
000 Xxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxxx Xxxxx Welland 10 3,000
00 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxx Xxxxxxx 10 3,000
00 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx
Xxxxxx
XX0 0XX
11
Xxxxx Xxxx Xxxxx Xxxxxxx 30 9,000
0 Xxxxx Xxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxxxxxxxx Xxxxx 10 3,000
0 Xxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxxxxx
Xxxx Xxxxxxxxx
XX00 0XX
Xxxxx Xxxx Xxxxxxxx 10 3,000
00 Xxxxxxx Xxxxxx
Xxxxx
XX0 0XX
Xxxxxxxxxxx Xxxxxxx Xxxxx 14 4,200
Xxxxx Xxxxx Xxxx
0 Xxxxxx Xxxx
Xxxxxxxxx
XX0 0XX
Xxxxxxx Xxxx Xxxxxx 00 00,000
Xxxxxxxxxxxxxxx
Xxxxxxxxxx
Xx. Xxxx
Eire
Xxxxxxxxx Xxxxx Xxxxxx 34 10,200
Xxxxxxxxxxxxxxx
Xxxxxxxxxx
Xx. Xxxx
Eire
Xxxx Xxxxx Xxxxxx 66 19,800
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx
Xxxxxx
XX0 0XX
Alison Xxxxx Xxxxx 5 1,500
00 Xxxxxx Xxxxx
Xxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxxxxx Xxxx 7 2,100
Jaggs
00 Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxxx
XX0 0XX
12
Xxxxxx Xxxxxx Xxxxx 9 2,700
Xxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxx Xxxxxx
XX00 0XX
Xxxxx Xxxxx 9 2,700
Xxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxxx Xxxxxx
XX00 0XX
Xxxx Xxxxxx 5 1,500
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxx Xxxxxxx Xxxxxxx 20 6,000
00 Xxxxxxx Xxxxx
Xxxxxxxxxx
Xx Xxxxxxx
Xxxxxxxxx
XX00 0XX
Xxxxxxxxx Xxxxxx Xxxxxx 17 5,100
00 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxxxxxx
Xxxxxxxxxxxxxx
XX00 0XX
X X Xxxxx Ltd 67 20,100
00 Xxxxx Xxxxx
Xxxxxxxx
Xxxxxxxxxxxx
XX00 0XX
Xxxxx Xxxxxxx 8 2,400
00 Xxxxxx Xxxxxx
Xxxxxxxxxx
Xxxxxxxxxx
X00 0XX
Xxxxxx Xxxxxx Xxxxxxx 9 2,700
00 Xxxxxx Xxxxxx
Xxxxxxxxxx
Xxxxxxxxxx
X00 0XX
13
Xxxxx Xxxxxxx Xxxxxx 17 5,100
Xxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxx
Xx Xxxxxxx
XX00 0XX
Xxxxxxxxxxx Xxxxxxxxx 17 5,100
Xxxxxx
Xxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxxx
Xx Xxxxxxx
XX00 0XX
Xxxxx Xxxxxx Xxxxx 10 3,000
00 Xxxxxxx Xxxxx
Xxxxxxxxxxxx
Xxxxx Xxxx
Xxxxxxxxxx
Xxx Xxxxxxx
(NB correspondence to
Xxxx Xxxxx at 0 Xxxx Xxxx
Xxxx address)
Xxxxx Xxxxxx Xxxxxx 10 3,000
000 Xxxxxxx Xxxxxx
Xxxxxxxx
XX00 0XX
Environment Saving 10 3,000
Supplies Limited t/a ESS
Xxxxxxx Xxxxx
00/00 Xxxxxxx Xxxxxx
Xxxxxxxx
XX00 0XX
TOTAL 5,905 966,500
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EXHIBIT B
ECO GROUP INVENTORY AS AT 30 JUNE 2005
PART 1 - Product
o AM500: approx $400,000
o (Value at (pound)5/litre: (pound)230,000)
PART 2 - Assets
o Cash in Bank: approx (pound)100,000 = approx $180,000
o Office Equipment and Supplies: approx (pound)5,000 = approx $9,000
o 3 x computers
o 1 x printer
o 1 x table
o 5 x desks
o 9 x chairs
o 2 x cabinets
o 1 x laptop
o 2 x photocopiers
o office stationery/supplies
15
EXHIBIT C
ECO GROUP FINANCIALS AS AT 30 JUNE 2005
BANK BALANCE (once all investor monies cleared by 24 June 2005): approx (pound)
150,000
OUTSTANDING PAYMENTS (either due or anticipated in June 2005):
Xxxxxxx Xxxxxxx (quarterly xxxx, including new shareholder paperwork
and Eco/Nova transfer advice and documentation) approx (pound)12,000
Accountancy Fees (Financial Year Return, VAT and closure/transfer)
approx (pound)6,000
Expenses / Re-imbursements June (USA trip, Telephones, etc) approx
(pound)7,600
Travel including accommodation (June bookings for Sweden, India,
Dubai, Turkey, Netherlands and Germany, possibly Morocco) approx
(pound)8,000
June salaries and office support approx (pound)12,000
Office rental costs, insurance and sundries approx (pound)4,000
TOTAL: APPROX. (POUND) 50,000
ANTICIPATED BALANCE AS AT 30 JUNE 2005 (allowing for any outstanding
payments at the time):
ASSETS
(As at 30 June 2005)
INVENTORY : approx $400,000
CASH : approx (pound)150,000
CASH AT THE CLOSING DATE: approx (pound)100,000
GOOD WILL approx $400,000
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NOVA BIOGENETICS, INC
TITLE: CEO
/s/ XXXXX X. XXXXX /s/ XXXXXXX X. XXXXX
__________________________________ __________________________________
XXXXX X. XXXXX, M.D., MPH, CEO XXXXXXX X. XXXXX, EX. V.P.
/s/ XXXXXXX X. XXXXX
__________________________________
XXXXXXX XXXXX, CORPORATE SECRETARY
/s/ XXXXXXX XXXXX /s/ XXXXX XXXXXXXX
__________________________________ __________________________________
XXXXXXX XXXXX XXXXX XXXXXXXX
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