1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, dated August 5, 1998 (the "Signing Date"), is between
American Dental Technologies, Inc., a Delaware corporation ("ADT"), and Ultrak,
Inc., a Delaware corporation ("Ultrak").
Recitals. Ultrak owns all of the issued and outstanding Common Stock,
$0.01 par value per share (the "DVD Stock"), of Dental Vision Direct, Inc., a
Texas corporation ("DVD"). DVD owns all of the issued and outstanding Common
Stock, $0.01 par value per share (the "VVI Stock"), of Veravision, Inc., a Texas
corporation ("VVI"). ADT desires to acquire the issued and outstanding DVD Stock
from Ultrak in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the terms of this
Agreement, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby covenant and agree as
follows:
ARTICLE I: THE PURCHASE
1.01. The Purchase. On the terms and subject to the conditions set
forth herein, at the Closing (as hereinafter defined) ADT agrees to purchase
from Ultrak, and Ultrak agrees to sell to ADT, on the Closing Date (as
hereinafter defined) 11,111 shares of the DVD Stock (the "Shares").
1.02. Purchase Price.
(a) The purchase price to be paid to Ultrak by ADT for the
Shares shall be an amount equal to the aggregate of Sections
1.02(a)(i), 1.02(a)(ii), 1.02(a)(iii), and 1.02(a)(iv) below
(collectively, the "Purchase Price"):
(i) Three Million Dollars ($3,000,000); plus
(ii) DVD's inventory as reflected on DVD's books
at actual cost; provided, however, Ultra Cam
II inventory shall be valued at one-half of
actual cost; provided further, however, the
term "actual cost" for this Section
1.02(a)(iii) shall mean historical transfer
price without inter-company profit for
inventory manufactured and sold to DVD by
Ultrak; plus
2
(iii) DVD's current assets (excluding DVD's cash
and cash equivalents) as reflected on DVD's
books as of the date hereof; plus
(iv) DVD's furniture and equipment at their cost
less accumulated depreciation as reflected
on DVD's books as of the date hereof.
At the Closing, the parties shall complete and execute Schedule A
showing the calculation of the Purchase Price.
(b) The Purchase Price shall be paid by ADT paying Ultrak
Three Million Dollars ($3,000,000) in cash (the "Cash Purchase Price")
at the Closing by wire transfer and delivering to Ultrak at the Closing
a Promissory Note in the form of Exhibit A attached hereto (the "Note")
and a Stock Pledge Agreement, with original stock certificates
representing the Shares issued in ADT's name and a duly executed blank
stock power for each stock certificate, in the form of Exhibit B
attached hereto (the "Pledge Agreement").
1.03 Other Matters.
(a) At the Closing, each of ADT and Ultrak shall execute and
deliver to the other a Consulting and Non-Competition Agreement in the
form of Exhibit C attached hereto (the "Consulting Agreement").
(b) At the Closing, ADT shall execute and deliver to (i)
Ultrak a Common Stock Purchase Warrant in the form of Exhibit D
attached hereto (the "Warrant") and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") a
Common Stock Purchase Warrant in the form of Exhibit E attached hereto
(the "▇▇▇▇▇▇▇▇ Warrant").
(c) Ultrak agrees to continue to allow DVD to use the office
space at Ultrak's Lewisville, Texas facility currently occupied by
DVD's employees through December 31, 1998 without charge. Neither DVD
nor ADT shall be entitled to utilize any of Ultrak's warehouse space
except for the ninety (90) days pursuant to Section 1.05.
(d) Ultrak agrees to continue to provide to DVD the current
level of engineering support or such lesser amount of engineering
support as may be necessary to complete the PAL version of Ultra Cam
III (the "First Project") and the image capture CD Product (the "Second
Project"). ADT or DVD will be fully and solely responsible (and Ultrak
shall not be responsible) for payment of any third party charges and
costs associated with the First Project and the Second Project and for
obtaining any consents or approvals of third parties required in
connection with the First Project or the Second Project and Ultrak
makes no representation or warranty to ADT that any
-2-
3
consent or approval will be granted or obtained. Ultrak's
responsibilities for the First Project shall cease upon Ultrak
delivering to ADT the deliverables set forth on Schedule B attached
hereto. Ultrak's responsibility for the Second Project shall cease upon
Ultrak delivering to ADT the deliverables set forth on Schedule C
attached hereto.
(e) ADT acknowledges and agrees that all cash, cash
equivalents, and receivables (the "DVD Receivables") of DVD as of the
Closing are hereby transferred by DVD to Ultrak as of the Closing.
1.04 Collection of Accounts Receivable. ADT agrees to collect, and
cause DVD to collect, the DVD Receivables for and on behalf of Ultrak. ADT shall
use all reasonable best efforts to promptly collect the DVD Receivables. ADT
shall create and maintain detailed records on the collection of the DVD
Receivables. Each Friday by 2:00 p.m., Dallas, Texas time, ADT shall cause an
amount equal to the DVD Receivables collected and not previously sent to Ultrak
to be wire transferred to Ultrak to such bank account(s) as Ultrak shall
identify in writing. In addition, upon originating the wire transfer each
Friday, ADT shall telecopy to Ultrak a detailed listing of the DVD Receivables
collected and included in the wire transfer. On the first business day that is
at least ninety (90) days after the Closing Date, ADT will wire transfer to
Ultrak an amount equal to the total face amount of the DVD Receivables not yet
collected by ADT and Ultrak shall assign such uncollected DVD Receivables to
ADT, without recourse. Ultrak shall have the full right to review and audit
ADT's books and records in connection with the DVD Receivables.
1.05. Inventory. ADT shall cause DVD's inventory to be removed from
Ultrak's Lewisville, Texas facility within ninety (90) days from the Closing
Date. ADT will not be charged by Ultrak for using Ultrak's facility during such
ninety (90) days. During such period that DVD's inventory is at Ultrak's
facility after the Closing, (a) Ultrak shall have no duties or responsibilities
with respect to such inventory (other than as set forth in (c) of this Section
1.05), (b) DVD and/or ADT shall be responsible for insuring, maintaining, and
protecting such inventory, and (c) Ultrak shall fill orders from such inventory
on behalf of DVD or ADT. In consideration for Ultrak filling orders, ADT shall
pay Ultrak $3,000 per month for each of the first two months and $5,000 per
month for the third month. Payments to Ultrak shall be due on the fifteenth of
each month, with the first payment due on August 15, 1998. Time is of the
essence with respect to such payments. ADT shall be solely responsible and
liable for loading and shipping to ADT or DVD the DVD inventory from Ultrak's
facility at the end of the ninety (90) day period
-3-
4
and for any other inventory that ADT earlier ships, or causes to be shipped,
from Ultrak's facilities to ADT or DVD and shall be liable for any loss or
damage during loading or shipment.
1.06. Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at Ultrak's offices in Lewisville,
Texas on the Signing Date, at 10:00 o'clock a.m. The day on which the Closing
occurs is herein referred to as the "Closing Date."
1.07. Further Assurances. After the Closing, each party shall execute
and deliver such additional documents and take such additional actions as the
other party may reasonably deem to be practical and necessary or advisable in
order to consummate the transactions contemplated by this Agreement.
1.08. Effective Date. Notwithstanding anything to the contrary in this
Agreement, the transactions contemplated hereby shall, for all purposes
(including but not limited to accounting purposes), be effective as of 12:01
a.m. on August 1, 1998.
ARTICLE II: REPRESENTATIONS AND WARRANTIES OF ULTRAK
Ultrak represents and warrants to ADT that the following are true and
correct:
2.01. Organization, Qualification, and Good Standing. Ultrak is a
corporation duly organized and validly existing under Delaware law and has the
corporate power and authority to own or hold under lease its properties and
assets and to carry on its business as it is now being conducted. Each of DVD
and VVI is a corporation duly organized and validly existing under Texas law and
has the corporate power and authority to own or hold under lease its properties
and assets and to carry on its business as it is now being conducted.
2.02. Corporate Records. Each of the minute books of DVD and VVI
contains accurate and complete minutes of all meetings of and accurate
and complete consents to all actions taken without meetings by the board of
directors (and any committee thereof) and the shareholders of such corporation.
2.03. Corporate Authority Relative to This Agreement; No Violation.
Ultrak has the corporate power to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
Consulting Agreement and the consummation of the transactions contemplated
hereby and thereby have been duly and validly
-4-
5
authorized by Ultrak's board of directors and no other corporate proceedings on
the part of Ultrak are necessary to authorize this Agreement, the Consulting
Agreement, or the transactions contemplated hereby. Each of this Agreement and
the Consulting Agreement has been duly and validly executed and delivered by
Ultrak and, assuming each such document constitutes a valid and binding
agreement of each other party thereto, each such document constitutes a valid
and binding agreement of Ultrak, enforceable against Ultrak in accordance with
its terms. Neither the execution and delivery of this Agreement and the
Consulting Agreement by Ultrak nor the consummation of the transactions
contemplated hereby and thereby by Ultrak will: (a) violate or conflict with any
provision of the Charter or Bylaws of Ultrak, (b) violate or conflict with, or
result in the breach or termination of, or otherwise give any other contracting
party the right to terminate, or constitute a default (or an event which, with
the lapse of time, or the giving of notice, or both, will constitute a default)
under, any contract, license, other instrument or commitment to which Ultrak is
a party or by which Ultrak is bound (assuming the consent of NationsBank of
Texas, N.A. is obtained), or (c) violate or conflict with any applicable law,
regulation, permit, authorization, franchise, license, judgment, order, writ,
injunction or decree of any court or governmental body of any jurisdiction.
Other than the consent of NationsBank of Texas, N.A., no authorization, consent,
or approval of, or filing with, any governmental body or authority, any lender
or lessor, or any other person or entity is required to authorize, or is
required in connection with, the execution, delivery, and performance of this
Agreement or the agreements contemplated hereby on the part of Ultrak.
2.04. Capitalization. The authorized capital stock of DVD consists
solely of 1,000,000 shares of DVD Stock, and only the Shares are issued
and outstanding as of the date hereof. The authorized capital stock of VVI
consists solely of 1,000,000 shares of VVI Stock, 1,000 shares of which are
issued and outstanding on the date hereof. Ultrak owns the Shares. DVD owns all
of the issued and outstanding VVI Stock. All outstanding shares of DVD Stock
and VVI Stock are duly authorized, validly issued, fully paid, and
nonassessable. There are no preemptive rights with respect to the DVD Stock or
the VVI Stock. There are no outstanding subscriptions, options, warrants,
rights, or other arrangements or commitments, whether express or implied,
granted or issued by Ultrak or DVD obligating DVD to issue any shares of DVD
Stock or securities exchangeable for or convertible into DVD Stock.
2.05. The Shares. The Shares are free and clear of all liens,
liabilities, claims and encumbrances, except for general securities laws
restrictions.
-5-
6
2.06. DVD Financials. The unaudited monthly financial statements of
DVD as of the end of February 1998, March 1998, April 1998, May 1998 and June
1998 (a) were compiled from the books and records of DVD, which books and
records are, to the best knowledge of Ultrak, complete, maintained on a
consistent basis, and correctly reflect DVD's income, expenses, assets and
liabilities, and (b) are true, complete and accurate and present fairly the
financial position of DVD as of the dates thereof and for the periods covered
thereby. The inventory value reports for Lewisville and California, the
Customer Aging Summary as of July 28, 1998, and the Fixed Assets Detail as of
June 30, 1998 for DVD that were previously delivered to Ultrak were true,
complete, and accurate as of their respective dates.
2.07. Compliance with Laws. DVD has complied with all laws, rules,
and/or regulations applicable to it or its business, other than individual
items of non-compliance that would not have a material adverse effect on DVD.
2.08. Taxes. DVD has duly filed when due all income, excise, corporate,
franchise, property, sales, payroll, withholding, and other tax returns and
reports required to be filed by it by the U.S. government or any state or any
political subdivision thereof and has paid or established adequate reserves for
all taxes which have or may become due for the periods covered by such returns.
All such tax returns or reports which are income tax returns or reports fairly
reflect the taxable income generated by DVD and the taxes of DVD for the periods
covered thereby. DVD is not delinquent in the payment of any tax and there is no
tax deficiency or delinquency being asserted against DVD.
2.09. Litigation and Claims. Ultrak has not received notice that DVD
is a party to, or that the business and assets of DVD are the subject of or
affected by, any pending or threatened suit, claim, action, or
litigation by or with any party or any administrative, arbitration, or other
governmental proceeding, investigation, or inquiry. DVD is not (a) subject to
any continuing court or administrative order, writ, injunction, or decree
applicable specifically to DVD or to its business, assets, operations, or
employees, or (b) in default with respect to any such order, writ, injunction,
or decree.
2.10. Brokers and Finders. Neither Ultrak nor DVD has employed any
broker, finder, or investment bank or incurred any liability for any investment
banking fees, financial advisory fees, brokerage fees, or finders' fees in
connection with the transactions contemplated hereby.
-6-
7
ARTICLE III: REPRESENTATIONS AND WARRANTIES OF ADT
ADT represents and warrants to Ultrak that the following are true and
correct:
3.01. Organization, Qualification, and Good Standing. ADT is a
corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware, and ADT has the corporate power and
authority to own or hold under lease its properties and assets and to carry on
its business as it is now being conducted.
3.02. Corporate Authority Relative to This Agreement; No Violation.
ADT has the corporate power to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement, the Note,
the Pledge Agreement, the Consulting Agreement, the Warrant, and the ▇▇▇▇▇▇▇▇
Warrant and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by ADT's board of directors and
no other corporate proceedings on the part of ADT are necessary to authorize
this Agreement, the Note, the Pledge Agreement, the Consulting Agreement, the
Warrant, the ▇▇▇▇▇▇▇▇ Warrant, or the transactions contemplated hereby. Each of
this Agreement, the Note, the Pledge Agreement, the Consulting Agreement, the
Warrant, and the ▇▇▇▇▇▇▇▇ Warrant has been duly and validly executed and
delivered by ADT and, assuming each such document constitutes a valid and
binding agreement of each other party thereto, each such document constitutes a
valid and binding agreement of ADT, enforceable against ADT in accordance with
its terms. Neither the execution and delivery of this Agreement, the Note, the
Pledge Agreement, the Consulting Agreement, the Warrant, and the ▇▇▇▇▇▇▇▇
Warrant by ADT nor the consummation of the transactions contemplated hereby and
thereby by ADT will: (a) violate or conflict with any provision of the
Certificate of Incorporation or Bylaws of ADT, (b) violate or conflict with, or
result in the breach or termination of, or otherwise give any other contracting
party the right to terminate, or constitute a default (or an event which, with
the lapse of time, or the giving of notice, or both, will constitute a default)
under, any contract, license, other instrument or commitment to which ADT is a
party or by which ADT is bound, or (c) violate or conflict with any law,
regulation, permit, authorization, franchise, license, judgment, order, writ,
injunction or decree of any court or governmental body of any jurisdiction, in
each case as such is related to ADT or its assets.
3.03. Consents. No authorization, consent, or approval of, or filing
with, any governmental body or authority, any lender or lessor, or any other
person or entity is required to authorize, or is required
-7-
8
in connection with, the execution, delivery, and performance of this Agreement
or the agreements contemplated hereby on the part of ADT.
3.04. Brokers and Finders. ADT has not employed any broker, finder, or
investment bank or incurred any liability for any investment banking fees,
financial advisory fees, brokerage fees, or finders' fees in connection with the
transactions contemplated hereby.
ARTICLE IV: COVENANTS OF ADT
4.01. Employee Severance. ADT agrees that if any employee of DVD or VVI
is terminated by ADT, DVD, or VVI on or after the Closing, then ADT shall, upon
termination, pay each such terminated employee an amount equal to one week of
such employee's then base salary for each year of service with DVD, VVI, or
VVI's predecessor-in-interest with a minimum payment to each such terminated
employee of two weeks of base salary.
4.02. Product Warranty Work and Claims. DVD shall be fully and solely
responsible for all warranty repairs, warranty replacements, and warranty
returns for credit with respect to the products previously or hereafter sold by
or for the account of DVD.
ARTICLE V: CLOSING DELIVERIES
5.01. Deliveries by ADT. At the Closing, ADT shall deliver to Ultrak
each of the following (with each document duly executed by ADT):
(a) The Cash Purchase Price.
(b) The Note.
(c) The Pledge Agreement.
(d) The Warrant.
(e) The Consulting Agreement.
(f) Certified Resolutions of ADT's Board of Directors
approving the execution, delivery, and performance of this Agreement,
the Note, the Pledge Agreement, the Warrant, the ▇▇▇▇▇▇▇▇ Warrant, and
the Consulting Agreement by ADT and the consummation by ADT of the
transactions contemplated hereby and thereby.
(g) Such other documents as Ultrak shall reasonably request.
-8-
9
5.02. Deliveries by Ultrak. At the Closing, Ultrak shall deliver to ADT
each of the following (with each document duly executed by Ultrak):
(a) Stock Certificate(s) representing the Shares.
(b) Stock Power(s) transferring the Shares to ADT.
(c) The Consulting Agreement.
(d) Certified Resolutions of Ultrak's Board of Directors
approving the execution, delivery, and performance of this Agreement,
the Stock Power(s), and the Consulting Agreement by Ultrak and the
consummation by Ultrak of the transactions contemplated hereby and
thereby.
(e) Such other documents as ADT shall reasonably request.
ARTICLE VI: INDEMNIFICATION
6.01. Mutual Indemnity. Subject to the terms and conditions of this
Article VI, (a) ADT hereby agrees to indemnify, defend and hold Ultrak and
Ultrak's officers, directors, and affiliates harmless from and against all
losses, claims, obligations, demands, assessments, penalties, liabilities,
costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted
against or incurred by them by reason of or resulting from (i) any breach by ADT
of any representation, warranty, or covenant contained herein or in any
agreement executed pursuant hereto (including but not limited to the obligations
under Section 4.01 hereof) or (ii) the failure of DVD to pay or perform any of
its liabilities or obligations under Section 4.02 hereof or arising on or after
the Effective Date and (b) Ultrak hereby agrees to indemnify, defend and hold
ADT and ADT's officers, directors, and affiliates harmless from and against all
Damages asserted against or incurred by them by reason of or resulting from (i)
any breach by Ultrak of any representation, warranty, or covenant contained
herein or in any agreement executed pursuant hereto or (ii) any liability or
obligation of DVD or VVI for any act or activity of DVD or VVI that occurred
prior to the Effective Date to the end that ADT shall be in the same position
vis a vis DVD and VVI as if it had purchased the assets of DVD and VVI;
provided, however, that, notwithstanding anything to the contrary in this
Agreement, Ultrak shall have no liability or responsibility under this Section
6.01 or under any other provision of this Agreement for any matter covered by
Sections 4.01 or 4.02 hereof.
-9-
10
6.02. Conditions of Indemnification. The indemnity obligations under
Section 6.01 hereof shall be subject to the following terms and conditions:
(a) Within 20 days (or such earlier time as might be required
to avoid prejudicing the indemnifying party's position) after receipt
of notice of commencement of any action evidenced by service of
process, or other legal pleading, or with reasonable promptness after
the assertion in writing of any claim by a third party of a matter for
which a party (the "indemnified party") is entitled to indemnification
under Section 6.01, the indemnified party shall give the other party
(the " indemnifying party") written notice thereof together with a copy
of such claim, process, or other legal pleading, and the indemnifying
party shall have the right to undertake the defense thereof by
representatives of its own choosing and at its own expense; provided,
however, that the indemnified party may participate in the defense with
counsel of its own choice and at its own expense. Notwithstanding the
foregoing, if, in the reasonable opinion of counsel to the indemnified
party (which opinion must be furnished in writing to the indemnified
party), a potential conflict of interest shall exist as between the
indemnifying party and the indemnified party such that it would not be
in the best interest of the indemnified party to be represented by the
same counsel as the indemnifying party, the indemnified party shall be
entitled to retain separate counsel, all at the expense of the
indemnified party; provided, however, that in no event shall the
indemnifying party be required to pay for more than one counsel for the
indemnified party in any lawsuit, action, proceeding, or claim
(including any related lawsuits, actions, proceedings, or claims).
(b) If the indemnifying party, by the 20th day after receipt
of notice of any such claim (or, if earlier, by the 10th day preceding
the day on which an answer or other pleading must be served in order to
prevent judgment by default in favor of the person asserting such
claim), does not notify in writing the indemnified party that the
indemnifying party shall defend against such claim, then the
indemnified party may (upon further notice to the indemnifying party)
undertake the defense, compromise, or settlement of such claim on
behalf of and for the account and risk of the indemnifying party and at
the indemnifying party's expense, subject to the right of the
indemnifying party to assume the defense of such claim at any time
prior to settlement, compromise, or final determination thereof.
(c) Anything in this Section 6.02 to the contrary
notwithstanding, the indemnifying party shall not settle any claim
without the consent of the indemnified party unless such
-10-
11
settlement involves only the payment of money and the claimant provides
to the indemnified party a full and complete release from all liability
in respect of such claim. If the settlement of the claim involves more
than the payment of money, then the indemnifying party shall not settle
the claim without the prior written consent of the indemnified party,
which consent shall not be unreasonably withheld.
(d) Each of Ultrak and ADT will cooperate with all reasonable
requests of the other pursuant to Section 6.01 and this Section 6.02.
6.03. Remedies Not Exclusive. The remedies provided in this Article VI
shall not be exclusive of any other rights or remedies available by one party
against the other, either at law or in equity; provided, however, that the
parties agree to arbitrate disputes pursuant to Section 7.09.
ARTICLE VII: MISCELLANEOUS
7.01. Modification, Amendment and Waiver. This Agreement may not be
modified unless such modification is in writing and signed by all parties
hereto. No waiver of any term of this Agreement shall be enforceable unless in
writing and signed by the party against which it is sought to be enforced. The
waiver by any party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach by such party.
7.02. Expenses. Each party shall bear its own expenses incurred in
connection with the preparation of this Agreement and the consummation of the
transactions contemplated hereby; provided, however, in connection with the fees
and expenses of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to audit the financial statements of DVD as of
December 31, 1997, each of ADT and Ultrak shall pay one-half of such fees and
expenses.
7.03. Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered the same agreement and faxed
copies of manually executed signature pages to this Agreement will be fully
binding and enforceable without the need for delivery of the manually executed
signature page.
7.04. GOVERNING LAW. THE INTERNAL LAWS (AND NOT THE CONFLICTS OF LAWS
RULES) OF TEXAS GOVERN THIS AGREEMENT.
7.05. Notices. All notices hereunder will be in writing and will be
deemed given if delivered personally (or by recognized with postage prepaid
courier or delivery service) or mailed by registered or certified
-11-
12
air mail (return receipt requested with postage prepaid) to the parties at the
following addresses (or at such other addresses for a party as will be specified
by like notice) and will be deemed given on the date on which personally
delivered or delivered by courier or delivery service or on the third business
day following the date on which so mailed to the address set forth opposite the
name and signature block for each party to this Agreement.
7.06. Survival. All representations, warranties and covenants made by
ADT and Ultrak herein or in any agreement, certificate or other instrument
delivered by it hereunder shall be considered to have been relied upon by Ultrak
or ADT and shall survive the Closing, regardless of any investigation made by or
on behalf of Ultrak or ADT.
7.07. Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable, such provision shall be fully severable, and
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision were never a part hereof; the remaining provisions
hereof shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance; and in lieu of
such illegal, invalid, or unenforceable provision, there shall be added
automatically as part of this Agreement, a provision as similar in its terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
7.08. Assignments; Entire Agreement; Headings. This Agreement shall not
be assignable by operation of law or otherwise. Any attempted assignment of this
Agreement shall be void. This Agreement, the Schedules attached hereto, and the
Exhibits attached hereto constitute the entire agreement, and supersede all
other prior agreements and understandings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof. All
Schedules, Exhibits, and documents and agreements referred to herein or attached
hereto are fully and completely incorporated herein effective as of the first
reference herein. The headings contained in this Agreement are for reference
purposes and will not affect in any way the meaning or interpretation of this
Agreement. Use of "herein," "hereof" or similar terms refer to this Agreement as
a whole. The use of any term denoting a masculine, feminine, or neuter gender
shall include all such genders.
7.09. Arbitration. ANY DISPUTE OR CLAIM RELATING TO THIS AGREEMENT
SHALL BE FINALLY SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE RULES OF
THE AMERICAN ARBITRATION ASSOCIATION (THE "ABA") WHICH RULES ARE DEEMED TO BE
INCORPORATED HEREIN BY REFERENCE. THE ABA SHALL APPOINT THE ARBITRATOR. ANY SUCH
ARBITRATION SHALL BE HELD IN SAN ANTONIO, TEXAS. JUDGMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY
-12-
13
COURT HAVING JURISDICTION THEREOF. THE ARBITRATOR SHALL BE AUTHORIZED AND
ENTITLED TO AWARD THE COSTS AND EXPENSES OF ANY ARBITRATION.
-13-
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
Address for Ultrak: ULTRAK, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax # ▇▇▇-▇▇▇-▇▇▇▇ -----------------------------------
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
Address for ADT:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ AMERICAN DENTAL TECHNOLOGIES, INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax # ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇, President & CEO
-14-