STATE OT TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT )
CONTRACTUAL AGREEMENT
WHEREAS Xx. Xxxxxx Xxxx, of 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxx,
hereinafter known as Xx. Xxxx, is the owner of certain real property fully
described in Exhibit "A" which is attached hereto and expressly made a part of
this agreement for all purposes;
WHEREAS Phytolab, Inc. a corporation whose principal place of business is
0000 Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxx 00000, hereinafter referred to as
Phytolab is the owner of certain assets fully described in Exhibits "B" and "D"
which are attached hereto and expressly made a part of this agreement for all
purposes;
WHEREAS Pharmaceutical laboratories, Inc., a corporation whose principal
place of business is 0000 Xxxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx 00000, herein-
after referred to as PHLB is desirous of purchasing the real property owned by
Xx. Xxxx and the assets owned by Xxxxxxxx;
WHEREAS Artesian Group, Inc., is a Texas Corporation solely owned by Xx. Xxxx
and a legal entity under which Xx. Xxxx chooses to conduct his future business;
NOW THEREFORE FOR THE MUTUAL CONSIDERATION HEREIN EXPRESSED, THE RECEIPT AND
ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES DO HEREBY ENTER INTO THE
FOLLOWING BINDING CONTRACTUAL AGREEMENT:
I.
PHLB will transfer Three Hundred Thousand (300,000.00) shares of restricted
common stock in PHLB to Artesian Group, Inc. a Texas Corporation solely owned
by Xx. Xxxx on or before April 15, 1995.
II.
On or before April 15, 1995, Xx. Xxxx will execute all documents including a
Warranty Deed necessary to transfer ownership and fee simple title in and to
the real property fully described in Exhibit "A" to PHLB subject to the one
mortgage existing against it in favor of MBANK Corpus Christi N.A., dated June
26, 1990 in the original principal amount of Two Hundred Forty Two Thousand
Five Hundred Dollars ($242,500.00). This mortgage is to be assumed by PHLB.
Xx. Xxxx will be responsible for paying all real property taxes pertaining to
this real property for 1994 and previous years. Taxes for 1995 will be
prorated to April 15, 1995.
III.
On or before April 15, 1995, Xx. Xxxx will cause Phytolab to execute a bill of
sale conveying all of the assets listed on Exhibits "B" and "D" to PHLB free
and clear of all indebtedness. It is agreed that PHLB is acquiring all of the
equipment currently located in Phytolab's building and this agreement shall
include any and all equipment therein located in the event it is inadvertently
omitted from Exhibit "D".
IV.
It is agreed and understood that PHLB is acquiring selected assets only of
Phytolab and that it will not be assuming any of Phytolab's liabilities of
whatsoever nature including but not limited to the following, to-wit:
1) All accounts payable of every nature in the approximate amount of
$72,922.00 including among others those listed on Exhibit "C" which is
attached hereto for identification purposes.
2) Notes payable in the approximate amount of $5,800.00 specifically including
a January 3, 1995 note payable to Xx. Xxxx in the amount of $2,300.00, a
January 3, 1995 note payable to X. Xxxxxxxx in the amount of $1,000.00 and
a January 6, 1995 note payable to X. Xxxxxxxx in the amount of $2,500.00.
3) Long-term liability owing officers or stockholders in the approximate
amount of $10,000.00.
4) All personal property taxes for 1994 and previous years pertaining to the
personal property.
Phytolab and Xx. Xxxx will remain responsible for the payment of the
aforementioned liabilities and they do hereby covenant to indemnify and totally
hold PHLB harmless from all obligations of every nature relating thereto, as
well as any lawsuits, foreseen or unforseen, resulting from any activity of
Phytolab heretofore existing or which may occur in the future.
V.
It is agreed that Phytolab will retain all of it's accounts receivable in the
approximate amount of $72,000.00, and it's note receivable of approximately
$10,000.00 as reflected by it's January 17, 1995 Financial Statement,
heretofore presented to PHLB.
VI.
The parties acknowledge that they have heretofore entered into a Letter of
Intent similar in nature to this Agreement on March 1, 1995. That Letter of
Intent expressed the desire of the parties to proceed with a more detailed
agreement and this Agreement is in fact that document. The parties agree that
this Agreement completely supersedes the March 1, 1995 Letter of Intent in all
respects, that it contains the entire agreement between the parties relating
to the subject matter hereof, and all prior agreements relative hereto which
are not contained herein are terminated.
VII.
This agreement in intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations. If
any provisions of this Agreement or the application thereof to any person or
circumstances shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.
VIII.
Xx. Xxxx acknowledges that he has received full authority to execute this
agreement on behalf of Phytolab, Inc., and to bind them to the terms herein
expressed. Xxxxx XxXxxxx acknowledges that he has received full authority to
execute this agreement on behalf of PHLB and to bind them to the terms herein
expressed.
IX.
Xx. Xxxx acknowledges that he has received full authority from Artesian Group,
Inc. to acquire title to the 300,000 shares of PHLB restricted stock in their
name and that this action is one of the important considerations of this
Agreement.
X.
This Agreement shall be binding upon and shall inure to the benefit of the
parties to this agreement, and their respective heirs, legal representatives,
successors and assigns.
XI.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Texas.
EXECUTED the __________ day of April, 1995.
/s/ XX. XXXXXX XXXX /s/ XX. XXXXXX XXXX
Xx. Xxxxxx Xxxx, Individually Xx. Xxxxxx Xxxx, President of
Phytolab, Inc.
/s/ XXXXX XXXXXXX /s/ XX. XXXXXX XXXX
Xxxxx XxXxxxx, President Xx. Xxxxxx Xxxx, President of
Pharmaceutical Laboratories, Artesian Group, Inc.
Inc.
THE STATE OF TEXAS )
)
COUNTY OF NUECES )
This instrument was acknowledged before me on this the 19th day of April,
1995 by Xx. Xxxxxx Xxxx.
/s/ XXXX XXX
Notary Public State of Texas
THE STATE OF TEXAS )
)
COUNTY OF NUECES )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xx. Xxxxxx Xxxx, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said Xxxxxxxx, Inc., a
corporation, and that he executed the same as the act of such corporation
for the purposes and consideration therein expressed, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of April, 1995.
/s/ XXXX XXX
My commission expires: Notary Public State of Texas
1-8-96 Xxxx Xxx
Xxxxxx's Printed Name
THE STATE OF TEXAS )
)
COUNTY OF NUECES )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xx. Xxxxxx Xxxx, known to me to be the
person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act
of the said Artesian Group, Inc., a corporation, and that he executed the same
as the act of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of April, 1995.
/s/ XXXX XXX
My commission expires: Notary Public State of Texas
1-8-96 Xxxx Xxx
Xxxxxx's Printed Name
THE STATE OF TEXAS )
)
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and State,
on this day personally appeared Xxxxx XxXxxxx, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that the same was the act of the said Pharmaceutical Laboratories, Inc.,
a corporation, and that he executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17 day of April, 1995.
/s/ XXXXX XXXXX
My commission expires: Notary Public State of Texas
06-07-97 Xxxxx Xxxxx
Notary's Printed Name
[notary stamp as follows: Xxxxx Xxxxx, Notary Public, State of Texas, Comm.
Exp. 06-07-97]
Listing of Exhibits not included but which are available upon request
"A" Legal description of the building and land located at 0000 Xxxxxxxx
Xxxx., Xxxxxx Xxxxxxx, Xxxxx 00000
"B" Asset Listing
"C" Xxxx & Bradstreet Receivable Management Services Collection Activity
Report for Phytolab, Inc. for the Reporting Period of 10/1/94 -
12/31/94
"D" Fixed Asset Inventory Listing, Consolidated Company, 1/1/95
