Exhibit 10.7
LETTER AGREEMENT DATED MARCH 23, 2000 BETWEEN SURE MEDICAL INCORPORATED AND
MY-TECH, INC.
March 23,2000
Board of Directors
MY-TECH, INC.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gentlemen:
This letter agreement, when countersigned as indicated below
("Agreement"), will confirm and memorialize the agreement by and among, on the
one hand, SURE MEDICAL INCORPORATED, a corporation organized under the laws of
the State of Nevada ("SMI") , and on the other hand, MY-TECH, INC., a
corporation organized under the laws of the State of Nevada ("MY-TECH"), to
enter into the within-described series of transactions (the "Transactions")
whereby SMI will acquire all of MY-TECH's right, title and interest to a certain
cardiovascular research and development project under way at the University of
North Texas Health Science Center (the "University"), all upon and subject to
the following terms and conditions.
This Agreement is made and entered into by SMI based upon the following
facts:
A. MY-TECH has entered into a contract (the "University
Contract") to sponsor, fund, develop and acquire the
commercial rights to a Project known as ADRENALIN BOOSTER (
the "Adrenalin Booster Project"), which is more particularly
described in Schedule A attached hereto.
B. MY-TECH has the right to assign all its right, title and
interest under the University Contract to SMI.
C. SMI desires to acquire the University Contract for the
Adrenalin Booster Project.
Based upon these facts, and the representations and warranties
contained herein, our agreement is as follows:
1. Subject to the satisfaction (or waiver) of the terms and
conditions contained herein, SMI shall pay MY-TECH Three
Million Five Hundred Thousand Dollars (USD3,500,000) payable
$200,000 on or before April 1, 2000 and the remaining balance
in eleven (11) equal installments of USD 300,000 with each
subsequent $300,000 installment due on the lst day of each
month thereafter.
2. Upon full payment of all installments due hereunder SMI will
acquire the commercial ownership rights of MY-TECH and the
obligations to complete and manage or supervise the management
of the Adrenalin Booster Project.
3. As soon as practicable after the final installment payment is
made hereof, MY-TECH shall assign its University Contract for
the Adrenalin Booster Project to SMI
4. If any installment is not paid within thirty (30) days of its
due date, SMI's rights under this Letter Agreement shall be
voided and all payments previously made to MY-TECH shall be
forfeited.
5. Representations and Warranties of MY-TECH. In connection
herewith, and as an inducement to SMI to enter into this
Agreement, MY-TECH confirms that:
A. The University Contract. The contractual rights, when
assigned, will be free and clear of liens, claims and
encumbrances; MY-TECH has all necessary right and
power to enter into this Agreement and to cause the
transfer to SMI of the Adrenalin Booster Project as
contemplated herein; and, that any necessary approval
by regulatory authorities, shareholders of MY-TECH or
third parties will be obtained prior to March 1,
2001.
B. Corporate Status. It is duly organized, validly
existing, and in good standing under the laws of the
State of Nevada.
C. Compliance with Laws, Rules and Regulations. MY-TECH
is in compliance with all applicable laws, rules and
regulations, relating to its business, except to the
extent that non-compliance would not materially and
adversely affect its business, operations, or the
value of its assets.
D. Provide Additional Information: MY-TECH will furnish
SMI with such documentation and information regarding
the University Contract as is reasonably requested.
6. Conditions Precedent to Consummation of Transactions. The
obligation of SMI or MY-TECH to effect the Transactions
contemplated by this Agreement is subject to:
A. Acceptance of the Adrenalin Booster Project. On or
before March 1, 2001 SMI shall be satisfied with the
results of its due diligence review of the status and
feasibility of the Adrenalin Booster Project.
B. University Consent. By March 1, 2001 the University
shall have consented to MY-TECH's assignment of the
University Contract to SMI.
2
7. Additional Documents.
SMI and MY-TECH each agree to execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Agreement.
8. Notices.
All notices and other communications hereunder shall be in
writing and shall be sent by prepaid first class mail to the parties at the
following addresses, as amended by the parties with written notice to the other:
To MY-TECH: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To SMI : ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
9. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. Applicable Law.
This Agreement was negotiated and shall be constructed under
and governed by the laws of Nevada, notwithstanding any conflict-of-law
provision to the contrary.
11. Authority.
The persons executing this Agreement are duly authorized to do
so. Further, the parties hereto each represent that each has taken all action
required by law or otherwise to properly and legally execute and carry out the
terms of this Agreement.
12. Entire Agreement.
This Agreement sets forth the entire understanding between the
parties hereto and no other prior written or oral statement or agreement shall
be recognized or enforced.
13. Severability.
If a court of competent jurisdiction determines that any
clause or provision of this Agreement is invalid, illegal, or unenforceable, the
other clauses and provisions of the Agreement shall remain in full force and
effect and the clauses and provisions which determined to be void, illegal, or
unenforceable shall be limited so that they shall remain in effect to the extent
permissible by law.
3
14. Assignment.
Neither party may assign this Agreement without the express
written consent of the other party.
15. Waiver.
No waiver by any party of the performance of any obligation by
the other shall be construed as a waiver of the same or any other default, then,
theretofore, or thereafter occurring or existing. This Agreement may only be
amended by a writing signed by all parties hereto.
16. Headings.
The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Facsimile Counterparts.
If a party signs this Agreement and then transmits an
electronic facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this Agreement.
Sincerely,
SURE MEDICAL INCORPORATED
By: /S/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, President
ACCEPTED AND AGREED THIS 23rd DAY OF MARCH, 2000.
MY-TECH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D., President
4
MY-TECH, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
January 8, 2001
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Sure Medical Incorporated
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇,
In conjunction with the change in management of Sure Medical, Inc. (SMI), this
letter will confirm our prior conversations, whereby MY-TECH, INC. will modify
the agreement between SMI and MY-TECH, INC. dated March 23, 2000 as follows:
MY-TECH, INC. agrees to accept as payment in full the amount of Three Million,
Two Hundred Thirty Thousand shares (3,230,000) of SMI stock in lieu of the Three
Million, Five Hundred Thousand Dollars ($3,500,000.00) in cash as described in
items 1-4 of the March agreement. MY-TECH, INC. is doing this because it
believes the new management of SMI will increase the share value beyond the
original cash transaction.
All other portions of the March 23, 2000 agreement will remain unaffected.
I look forward to a mutually profitable relationship for all concerned.
Sincerely,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, M.D.
President