Exhibit 6(i)
STOCK PURCHASE AND SALE AGREEMENT
Between Conceptual Technologies, Inc. and
NovaMed Medical Products, Inc.
February 25, 1998
48
TABLE OF CONTENTS
RECITALS 1
6. Purchase and Sale of Property; Release 1
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1.1 Property 1
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1.2 Release 2
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7. Closing Date; Delivery 2
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2.1 Closing Date 2
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2.2 Deliveries at Closing 2
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8. Representations and Warranties of NovaMed 3
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3.1 Organization, Standing and Authority of NovaMed 3
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3.2 Organization, Standing and Ownership of the
Subsidiaries 5
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3.3 Financial and Operating Status of the
Subsidiaries 6
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9. Representations and Warranties of CTI 8
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4.1 Corporate Organization 8
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4.2 Due Exception and Enforceability 9
--------------------------------
10. Conditions to Closing 9
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5.1 Conditions to Obligations of CTI 9
--------------------------------
5.2 Conditions to Obligations of NovaMed 12
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11. Covenants and Agreements of NovaMed 13
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6.1 Access to Information 13
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6.2 Conduct of Business Pending the Closing 13
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12. Miscellaneous 15
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7.1 Successors and Assigns 15
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7.2 Governing Law; Severability 15
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7.3 Waivers 15
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7.4 Entire Agreement; Modifications 16
-------------------------------
7.5 Notices 16
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7.6 Counterparts 17
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7.7 Headings; References 17
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STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement"), dated
effective as of February 25, 1998, is between Conceptual Technologies, Inc., a
Nevada corporation ("CTI") and NovaMed Medical Products, Inc., a Nevada
Corporation ("NovaMed").
RECITALS
A. NovaMed is the sole shareholder and owner of the following
subsidiaries: NovaMed Medical Products Manufacturing, Inc., a Minnesota
corporation ("NovaMed MN"), NovaMedical Products GmbH, a German corporation
("NovaMed GDR"), and NovaMed Medical Supplies Corporation, a Nevada corporation
("NovaMed NV,"and together with NovaMed MN and NovaMed GR, the "Subsidiaries").
B. NovaMed desires to sell and CTI desires to purchase all of the
outstanding shares of the Subsidiaries pursuant to the terms and conditions of
this Agreement.
AGREEMENT
In consideration of the foregoing recitals and the mutual promises and
benefits contained herein, CTI and NovaMed hereby agree as follows:
1. Purchase and Sale of Property; Release.
1.1 Property. Subject to the terms and conditions of this
Agreement, Novamed agrees to sell and assign to CTI on the Closing Date (as
defined below), free and clear of all mortgages, security interests, liens,
pledges, adverse claims and other encumbrances, (a) all of the outstanding
shares of stock of each of the Subsidiaries as set forth on Exhibit A attached
hereto (collectively, the "Shares"); and (b) all of NovaMed's right, title and
interest to the trade or business name "NovaMed"(together with the Shares, the
"Property"). In exchange for the Property, CTI agrees to sell and assign
6,301,558 shares of CTI common stock to NovaMed on the Closing Date.
1.2 Release. As further inducement to CTI's performance under
this Agreement, effective as of the Closing Date, NovaMed hereby releases and
discharges each of the Subsidiaries, their officers, directors, shareholders,
agents and successors from any and all claims, losses, demands, actions,
expenses, obligations or liabilities relating to any matters of any kind,
presently known or unknown which it may have arising from any act, omission,
event or claims relating to or arising out of its association with or investment
in any Subsidiary.
2. Closing Date; Delivery.
2.1 Closing Date. The closing of the purchase and sale of the
Property (the "Closing") will be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, at
10:00am on April 14, 1998, or at such earlier date as may be agreed in writing
by CTI and NovaMed (the "Closing Date").
2.2 Deliveries at Closing.
50
(a) Deliveries of NovaMed to CTI. At the Closing, if the
conditions precedent set forth in Section 5.2 are fulfilled to its reasonable
satisfaction, NovaMed will deliver to CTI (1) stock certificates or other
documents of title representing all of the Subsidiaries' shares of stock held of
record or beneficially owned by NovaMed on the Closing Date, duly endorsed by
NovaMed for transfer to CTI; (2) all of NovaMed's documents of title pertaining
to its rights to and interest in the trade or business name "NovaMed"; and (3)
evidence, effective as of the Closing Date, satisfactory to CTI that NovaMed has
changed its name to a name that does not include the word "NovaMed" or any
derivation thereof, and such other documents as are reasonably necessary to
ensure that CTI has full right and title to the name "NovaMed" in each of the
jurisdictions in which it does business. NovaMed will also deliver such other
documents and instruments as CTI may reasonably request to confirm that NovaMed
has performed all of its obligations and fulfilled all of the conditions
precedent to CTI's performance under this Agreement.
(b) Deliveries of CTI to NovaMed. At the Closing, if the
conditions precedent set forth in Section 5.1 are fulfilled to its reasonable
satisfaction, CTI will deliver to Novamed stock certificates representing
6,301,558 shares of CTI's common stock issued in the name of NovaMed. CTI will
also deliver such other documents and instruments as NovaMed may reasonably
request to confirm that CTI has performed all of its obligations and fulfilled
all of the conditions precedent to NovaMed's performance under this Agreement.
3. Representations and Warranties of NovaMed. NovaMed hereby represents
and warrants to CTI that, except as may be set forth in Schedule 1 attached
hereto (the "Disclosure Schedule"), the matters set forth in this Section 3 are
true and correct:
3.1 Organization, Standing and Authority of NovaMed.
(a) Organization. NovaMed is a corporation duly organized
and validly existing under the laws of the State of Nevada and is in good
standing as a domestic corporation under the laws of said State.
(b) Charter Documents. NovaMed has furnished counsel for
CTI with true and complete copies of its Articles of Incorporation, as amended
to date, and its Bylaws as currently in effect.
(c) Corporate Power. NovaMed has all requisite corporate
power to enter into this Agreement and to carry out and perform its obligations
hereunder.
(d) Authorization for Agreement. The execution and perf-
ormance of this Agreement by NovaMed has been duly authorized by its Board of
Directors and shareholders. Upon execution and delivery of this Agreement on
behalf of NovaMed, this Agreement will constitute the valid and legally binding
obligation of NovaMed, enforceable in accordance with its terms and conditions.
The execution, delivery and performance of this Agreement and compliance with
the provisions of this Agreement by NovaMed does not conflict with, or result in
a breach or violation of the terms, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of any lien pursuant to
the terms of, NovaMed's Articles of Incorporation, as amended, NovaMed's current
Bylaws, or any statute, law, rule or regulation or any order, judgment, decree,
indenture, mortgage, lease or other agreement or instrument to which NovaMed is
subject.
(e) Financial Statements. The audited consolidated fin-
ancial statements of NovaMed and the Subsidiaries as of September 30, 1996
51
and the unaudited consolidated financial statements of NovaMed and the
Subsidiaries as of December 31, 1996 are attached hereto as Exhibit C (the
"NovaMed Financial Statements"). The NovaMed Financial Statements are complete
and correct in all material respects and present fairly the financial condition
of NovaMed and the Subsidiaries as of the periods covered in conformity with
generally accepted accounting principles applied on a basis consistent with
preceding periods.
(f) Material Changes. Since September 30, 1996, there have
been no material adverse changes in the financial condition of NovaMed or the
Subsidiaries from that shown on the NovaMed Financial Statements as of such
date.
(g) Ecoprogress and Daystar ▇▇▇▇▇. As of the Closing Date,
NovaMed has repaid or otherwise satisfied all of its indebtedness to (1)
Ecoprogress International Limited ("Ecoprogress") under that certain Note
executed in connection with the Exclusive License Agreement between Ecoprogress
and NovaMed dated January 1, 1995, as amended May 30, 1996; and (2) DayStar
Partners, Ltd. ("DayStar") under that certain Note executed in connection with
the Purchase Agreement between Daystar and NovaMed dated April 26, 1996.
3.2 Organization, Standing and Ownership of the Subsidiaries.
(a) Organization. NovaMed MN is a corporation duly
organized and validly existing under the laws of the State of Minnesota and is
in good standing as a domestic corporation under the laws of said State. NovaMed
GDR is a corporation duly organized and validly existing under the laws of the
German Democratic Republic and is in good standing as a domestic corporation
under the laws of said Republic. NovaMed NV is a corporation duly organized and
validly existing under the laws of the State of Nevada and is in good standing
as a domestic corporation under the laws of said State.
(b) Charter Documents. NovaMed has furnished counsel for
CTI with true and complete copies of the Articles of Incorporation, as amended
to date, and the Bylaws as currently in effect, of each of the Subsidiaries.
(c) Corporate Power. Each of the Subsidiaries has all
corporate power and authority to own, lease and operate its properties and to
conduct its business as such is presently conducted.
(d) Capitalization. The authorized, issued and outstanding
capital stock of each of the Subsidiaries is set forth on Exhibit A. All issued
and outstanding shares of the Subsidiaries are fully paid and nonassessable.
There are no outstanding option, warrants or rights to purchase shares of the
capital stock of any Subsidiary.
(e) Title to Property. NovaMed is the sole shareholder of
each of the Subsidiaries, an downs all right, title and interest in and to the
Property, free and clear of all mortgages, liens or encumbrances of any nature.
3.3 Financial and Operating Status of the Subsidiaries.
(a) Tax Returns. Each of the Subsidiaries has duly filed
all federal, state and local tax returns required to be filed by it, and all
taxes, assessments and penalties set forth in such returns have been timely and
fully paid or adequately reserved against in the NovaMed Financial Statements.
None of the Subsidiary's tax returns have ever been audited by a ny governmental
taxing authority.
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(b) Contracts and Commitments. None of the Subsidiaries
has any written or oral contracts or commitments involving any obligation,
consideration or expenditure, except as set forth in the Schedule of Disclosure
or except for purchases of normal inventory items in quantities in accordance
with previous practices. NovaMed has delivered to CTI's counsel true, complete
and correct copies of all such contracts and commitments, together with all
amendments thereto, all of which are listed on the Schedule of Disclosures, and
all such contracts are in full force and effect in the for delivered. NovaMed
has set forth in the Schedule of Disclosures (i) all insurance policies with
respect to any Subsidiary in force on the date of this Agreement; (ii) the names
and locations of all banks and other depositories in which an y Subsidiary has
accounts or safe deposit boxes and the names of persons authorized to sign
checks, drafts or other instruments drawn thereon or to have access thereof;
(iii) all mortgages, promissory notes, deeds of trust, loan or credit agreements
or similar agreements, or modifications thereof, to which any Subsidiary is a
party and all amounts thereof; and (iv) all accounts receivable of any
Subsidiary as of December 31, 1997 and as reflected in the NovaMed Financial
Statements.
(c) Employees. None of the Subsidiaries has any collective
bargaining agreements with any of its employees. No Subsidiary is a party to any
contract with any of its employees, consultants, advisors, sales
representatives, distributors or customers that is not terminable by NovaMed
without liability, penalty or premium on 30 days' notice, except as otherwise
set forth in the Schedule of Disclosures.
(d) Benefits. None of the Subsidiaries has any health,
dental, pension, retirement, or other benefit programs for its employees or in
which its employees participate, except as set forth in the Schedule of
Disclosures.
(e) Inventory. All inventory of the Subsidiaries is
saleable and in good condition, the value of which as of December 31, 1997 has
been written down or reserved to amounts not in excess of realizable market
value.
(f) Equipment. All equipment of the Subsidiaries is in
good order and repair except minor defects which do not materially interfere
with the continued use of such equipment.
(g) Litigation. There is no action, proceeding or invest-
igation pending or, to the knowledge of NovaMed, threatened against any
Subsidiary, or any Subsidiary's property or assets which might result in any
material and adverse change in the property, assets or financial condition of
any Subsidiary, nor, to the knowledge of NovaMed, is there any basis for any
such action, proceeding or investigation. To the best knowledge of NovaMed and
the Subsidiaries, the Subsidiaries are in compliance in all material respects
with all laws and regulations applicable to the Subsidiaries, their properties
and their businesses.
4. Representations and Warranties of CTI. CTI hereby represents and
warrants to NovaMed that the matters set forth in the following subsections of
this Section 4 are or will be true and correct on the Closing Date.
4.1 Corporate Organization.
(a) Organization. CTI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
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(b) Financial Statements. The audited financial statements
of CTI as of February 28, 1997 and December 31, 1996 are attached hereto as
Exhibit D (the "CTI Financial Statements"). The CTI Financial Statements are
complete and correct in all material respects and present fairly the financial
condition of CTI as of the periods covered in conformity with generally accepted
accounting principles applied on a basis consistent with preceding periods.
(c) Material Changes. Since February 28, 1997, there have
been no material adverse changes in the financial condition of CTI from that
shown on the CTI Financial Statements as of such date.
4.2 Due Execution and Enforceability. The execution, delivery
and performance of this Agreement and the other agreements between the parties
referred to herein by and on behalf of CTI have been duly and validly authorized
by the Board of Directors and shareholders of CTI. CTI has taken all such other
corporate action necessary or required to enter into, execute and deliver this
Agreement and to perform its obligations hereunder. Upon execution and delivery
of this Agreement on behalf of CTI, this Agreement shall constitute the valid
and legally binding obligation of CTI enforceable in accordance with its terms
and conditions.
5. Conditions to Closing.
5.1 Conditions to Obligations of CTI. The obligations of CTI
to purchase the Property at the Closing and to consummate any other transactions
contemplated by this Agreement are subject to the fulfillment of CTI's
satisfaction on or prior to the Closing Date of the following conditions, any of
which may be waived in whole or in part by CTI:
(a) Representations and Warranties True at Closing. The
representations and warranties made by NovaMed in Section 3 above shall be true
and correct in all materials respects on and as of the Closing Date with the
same force and effect as if they had been made and given on and as of the
Closing Date, and NovaMed shall have performed and complied with all agreements
and obligations to be performed by it under this Agreement on or prior to the
Closing.
(b) Authorization. NovaMed shall have obtained all Board
of Directors and shareholder approvals necessary to authorize its participation
in the transaction described in this Agreement.
(c) No Adverse Change. Prior to the Closing there shall
not have occurred any loss or destruction of any material part of the assets of
NovaMed or and Subsidiary or any material adverse change in the financial
condition, properties, business or operations of any Subsidiary from that shown
on the NovaMed Financial Statements.
(d) 1997 Financial Statements. NovaMed shall have provided
to CTI the unaudited individual financial statements of each of the Subsidiaries
as of December 31, 1997, together with a sworn statement of the officers and
directors of NovaMed that the unaudited 1997 financial statements accurately and
completely reflect the financial condition of NovaMed and the Subsidiaries to
the best of their knowledge and belief.
54
(e) Due Diligence Satisfactory. CTI has received all of the
information reasonable requested by it from NovaMed in connection with this
transaction, and, based on its due diligence investigation, is satisfied with
the financial and operating condition of the NovaMed Subsidiaries.
(f) Rule D Private Placement. CTI has completed a private
placement of up to 7,000,000 shares of the Company's common stock at a price
determined to be fair by the Board of Directors, but not less than $0.10 per
share, pursuant to Rule D, Section 504 of the 1933 Securities Act, and will have
issued and outstanding shares of common stock equal to 144,294 plus the shares
issued pursuant to the Regulation D private placement (not including the
6,301,558 shares of common stock to be issued to NovaMed at Closing under this
Agreement).
(g) Closing Certificate; Good Standing. At the Closing,
NovaMed will deliver or cause to be delivered to CTI a certificate executed by
the President of NovaMed and the President of each of the Subsidiaries, dated as
of the Closing Date and certifying to the fulfillment of the condition specified
in subparagraphs (a), (b) and (c) above. On or prior to the Closing Date,
NovaMed will deliver to CTI certificates issued by the Minnesota Secretary of
State, the Secretary of State of the German Democratic Republic (or equivalent
governmental authority), and the Nevada Secretary of State evidencing the
corporate and good standing of each of the Subsidiaries as of the date not more
than 30 days prior to the Closing Date.
(h) Rights to NovaMed. NovaMed shall have obtained such
director and shareholder approval and prepared and filed such documents with the
Nevada Secretary of State as are necessary make the name "NovaMed, Inc."
available to CTI as a business name registered in the State of Nevada and every
other jurisdiction in which the Subsidiaries are authorized to do business.
(i) Documents and Instruments Satisfactory. All documents
and instruments to be provided by NovaMed or the Subsidiaries in connection with
the transactions contemplated by this Agreement must be satisfactory in form and
substance to counsel for CTI.
(j) Opinion of Counsel for NovaMed. At the Closing, NovaMed
will deliver to CTI an opinion of counsel dated as of the Closing Date,
addressed to CTI and in form and substance acceptable to CTI.
5.2 Conditions to Obligations of NovaMed. The obligations of
NovaMed to consummate this Agreement and carry out and perform its obligations
hereunder are subject to the fulfillment to NovaMed's satisfaction on or prior
to the Closing Date of the following conditions, any of which may be waived in
whole or in part by NovaMed:
(a) Representations and Warranties True at Closing. The
representations and warranties made by CTI in Section 4 above shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if they had been made and given on and as of the Closing
Date. CTI shall have performed and complied in all material respects with all
agreements and obligations to be performed by it under this Agreement on or
before the Closing Date.
(b) Authorization. CTI shall have obtained all Board of
Directors and shareholder approvals necessary to authorize its participation in
the transaction described in this Agreement.
(c) No Adverse Change. Prior to the Closing there shall not
have occurred any
55
material adverse change in the financial condition, properties, business or
operations of CTI since the date of this Agreement.
(d) Number of Issued and Outstanding Shares. CTI's issued
and outstanding shares of common stock will be equal to 144,294 plus the shares
issued pursuant to the Regulation D private placement (not including the
6,301,558 shares of common stock to be issued to NovaMed at Closing under this
Agreement).
(e) Closing Certificate; Good Standing. At the Closing, CTI
will deliver or cause to be delivered to NovaMed a certificate executed by the
President of CTI, dated as of the Closing Date and certifying to the fulfillment
of the conditions specified in subparagraphs (a), (b), and (c) above. On or
prior to the Closing Date, CTI will deliver to NovaMed a certificate issued by
the Nevada Secretary of State evidencing the corporate and good standing of CTI
as of the date not more than 30 days prior to the Closing Date.
(f) Documents and Instruments Satisfactory. All documents
and instruments to be provided by CTI in connection with the transactions
contemplated by this Agreement must be satisfactory in form and substance to
counsel for NovaMed.
(g) Opinion of Counsel for CTI. At the Closing, CTI will
deliver to NovaMed an opinion of counsel dated as of the Closing Date, addressed
to NovaMed and in form and substance acceptable to NovaMed.
6. Covenants and Agreements of NovaMed.
6.1 Access to Information. From and after the date of this
Agreement and until the Closing, NovaMed agrees that the authorized
representatives of CTI will have access during normal business hours to the
properties, facilities, books, records, contracts and documents of the
Subsidiaries, and NovaMed will furnish or cause to be furnished to the
authorized representatives of CTI copies of all documents and all information
with respect to the affairs and businesses of the Subsidiaries that CTI's
representatives may reasonably request.
6.2 Conduct of Business Pending the Closing. Unless expressly
consented to by CTI or otherwise permitted or required under this Agreement,
from and after the date of this Agreement and until the Closing or the
termination or abandonment of this Agreement as provided herein:
(a) Business in the Ordinary Course. Each of the Sub-
sidiaries (i) will conduct its business only in the ordinary course and in the
same manner as before the date of this Agreement, (ii) will not institute any
unusual or novel methods of manufacture, purchase, sale, lease, service,
accounting or operation, (iii) will not grant any increase in the rate of pay or
other benefits or compensation of any officers or employees, and (iv) will not
enter into, amen or terminate any contract or commitment not in the usual and
ordinary course of business and consistent with such Subsidiary's past practice.
(b) Indebtedness. Each of the Subsidiaries will not (i)
incur or assume or guarantee any indebtedness other then indebtedness incurred
in the usual and ordinary course of business for goods or services or pursuant
to existing commitments or agreements previously disclosed in writing to CTI
under this Agreement, or (ii) enter into, execute or deliver any agreement or
writing to the release or settlement
56
of claims, except as otherwise provided by this Agreement.
(c) Corporate Structure. Each of the Subsidiaries will not
(i) amend its articles of incorporation or bylaws or change its officers or
directors, (ii) issue any additional capital stock or other securities of the
Subsidiary or grant any warrants, options or rights to purchase or acquire any
capital stock or other securities of the Subsidiary, or (iii) merge or
consolidate with any other corporation or acquire all or substantially all of
the stock, business or assets of any other person or entity or sell, assign or
transfer substantially all of its assets or outstanding securities to any other
person or entity.
(d) Dividends and Capital Stock. Each of the Subsidiaries
will not (i) declare or pay any dividend or make any stock split or stock
dividend or other distribution with respect to its capital stock, or (ii)
directly or indirectly redeem, purchase or otherwise acquire for value any of
its capital stock.
(e) Banking Relationships. No change will be made affecting
the Subsidiary's banking relationships and the Subsidiary will open no new bank
or other deposit accounts.
(f) Insurance. Each of the Subsidiaries will maintain in
full force and effect all policies of insurance now in effect and will give all
notices and present all claims under all policies in a timely fashion.
7. Miscellaneous.
7.1 Successors and Assigns. This Agreement and the terms and
conditions contained in this Agreement are binding upon, and will inure to the
benefit of, the parties hereto and their respective representatives, executors,
administrators, heirs, successors and assigns, but, except as otherwise
specifically provided in this Agreement, neither this Agreement nor any rights
or obligations hereunder may be assigned, directly, indirectly, voluntarily, or
involuntarily, except by operation or law, by any party to this Agreement.
7.2 Governing Law; Severability. This Agreement will be
governed by and construed in accordance with the laws of the State of Utah. If
any provision of this Agreement is found to be invalid, illegal or unenforceable
in any respect, such provision will be enforced to the maximum extent possible
and the remaining provisions of this Agreement will continue unaffected.
7.3 Waivers. No waiver by any party hereto of any term or
condition of this Agreement will be effective unless set forth in a writing
signed by such a party. No waiver of any provision of this Agreement will be
deemed a waiver of any other provision, or constitute a continuing waiver unless
otherwise expressly provided in writing by the waiving party. No failure or
delay on the part of any party in exercising any right, power or privilege under
this Agreement will operate as a waiver thereof, nor will a single or partial
exercise thereof preclude any other or further exercise of any other rights,
powers or privileges.
7.4 Entire Agreement; Modifications. This Agreement, together
with the exhibits and schedules attached hereto, each of which is incorporated
herein by this reference, constitutes the entire agreement between the parties
hereto pertaining to the subject matter herein and supersedes in its entirety
all prior and contemporaneous agreements, understandings, negotiations and
discussions between the parties (including without limitation the Letter of
Intent dated February 4, 1998 and executed by CTI and NovaMed in connection with
this Agreement), whether oral or written, with respect to the subject matter of
this Agreement. No supplement, modification or amendment to this Agreement will
be binding unless executed in
57
writing by CTI and NovaMed.
7.5 Notices. All notices and other communications required or
permitted under this Agreement will be in writing and may be hand delivered,
mailed by first-class mail, postage prepaid, or sent via facsimile. Unless
otherwise agreed to in writing by the parties, such notices and other
communications shall be addressed as follows:
If to CTI:
▇.▇. ▇▇▇▇▇▇ Warcham
▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to NovaMed:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
NovaMed Medical Products, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Stuffens & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
7.6 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed on original and all of which
together shall constitute one instrument.
7.7 Headings; References. Headings used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement
on the dates set forth below, to be effective for all purposes as of the date
first written above
CONCEPTUAL TECHNOLOGIES, INC. NOVAMED MEDICAL PRODUCTS, INC
a Nevada corporation, a Nevada corporation
By: ______/s/______________________ By: ________/s/___________________
▇▇▇▇▇ Luhmberg, President ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Date ________________________, 1998 Date: _______________________, 1998
58