Common use of Inventory Purchase Clause in Contracts

Inventory Purchase. (a) Prior to the Closing Date, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule (the “Inventory Schedule”), provided that the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections to the Inventory as of the Closing Date. The purchase price for each item of Inventory on the Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion. (b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product in Transferred Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the month in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than the twelve-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory Note.

Inventory Purchase. If any circumstance occurs that prevents H▇▇▇▇▇▇ or any third party supplier from effectively filling and shipping customer Orders in accordance with Intuit’s specified quality requirements and turnaround times, including but not limited to termination of this Fourth Addendum or the Supply Agreement, financial issues, or any disasters, Intuit shall have the right to immediately purchase all Fourth Addendum Product in the possession or control of H▇▇▇▇▇▇ or third party suppliers, or immediately take possession of Intuit-owned products in the possession or control of H▇▇▇▇▇▇ or third-party suppliers. Subject to this Section, in the event that this Fourth Addendum is terminated by Intuit pursuant to Section 16 (aPricing and Costs) Prior of this Fourth Addendum prior to June 1, 2005, Intuit shall reimburse H▇▇▇▇▇▇ its cost basis for any unused inventory of such Intuit Custom Products. Within five (5) days following termination of this Fourth Addendum by Intuit pursuant to Section 16 (Pricing and Costs), H▇▇▇▇▇▇ shall provide Intuit with a report containing the Closing Date, details regarding the Parties will coordinate in order to identify the total Inventory relating to the Divisions type and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 quantity of unused inventory of Intuit Custom Product (“Intuit Custom Product Report”). Within fifteen (15) days following Intuit’s receipt of the Disclosure Schedule Intuit Custom Product Report, Intuit shall request, at its sole option, that H▇▇▇▇▇▇ either (the 1) return all unused Intuit Custom Product inventory to an address specified by Intuit at Intuit’s expense; or (2) destroy all unused Intuit Custom Product inventory in Harland’s or its third party supplier’s possession at Intuit’s expense and provide Intuit with certification of such destruction (“Inventory ScheduleIntuit’s Instructions”). Following Harland’s receipt of Intuit’s Instructions, provided that H▇▇▇▇▇▇ shall provide an invoice to Intuit for its cost basis of the Seller unused inventory of such Intuit Custom Products, and Intuit shall update the Inventory Schedule pay such invoice within thirty (30) days after the Closing to reflect any adjustments and/or corrections to the Inventory as of the Closing Date. The purchase price for each item of Inventory on the Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion. (b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product in Transferred Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the month in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than the twelve-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) SellerIntuit’s receipt of such. “Intuit Custom Products” shall mean the thank you letter or acceptance of packaging containing the Intuit Logo, created specifically by H▇▇▇▇▇▇ or it’s third-party vendor for Intuit. H▇▇▇▇▇▇ shall obtain Intuit’s written approval prior to creating or ordering any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to SellerIntuit Custom Products. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory Note.

Inventory Purchase. (a) Prior to At the Closing DateClosing, the Parties will coordinate in order to identify Buyer shall pay the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule Seller an amount (the “Inventory SchedulePayment”), provided that ) as an initial payment for the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections to estimated value of the Inventory as of the Closing Date. The purchase price for each item Inventory Payment shall be an amount equal to the value of Inventory on the Inventory Schedule shall be as determined in a manner consistent with Seller’s past practice and as follows: (i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller two (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, 2) Business Days prior to the Closing Date. The Seller shall have determine the right to sell such Retained Inventory from time to time to third parties volume based upon product summary reports for each of the respective locations of the Inventory and shall value the Inventory utilizing the pricing formula set forth in its sole discretionExhibit 2.6 hereto. (b) Purchaser covenants On the Closing Date, the Seller shall measure the Inventory as of 11:59 p.m. local time at the respective locations of the Inventory. The Buyer shall be entitled to be present at the time the Seller measures the Inventory. The Inventory shall be measured and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product valued in Transferred Inventory, it will sell accordance with the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventoryprocedures set forth in Exhibit 2.6 hereto. (c) From time to time As soon as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaserpracticable, but in any event no later than forty five (45) days following the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement (the “Inventory Statement”) setting forth the value of the Inventory as of the Closing Date (the “Inventory Value”) measured and valued in accordance with the procedures set forth in Exhibit 2.6 hereto. Upon receipt of the Inventory Statement, the Buyer and the Buyer’s independent accountants shall be permitted Table of Contents during the succeeding thirty (30) day period to examine the Inventory Statement and the work papers used or generated in connection with the preparation of such documents and such other documents as the Buyer may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Inventory Statement, the Buyer shall not have given the Seller notice of the Buyer’s objection to any of the computations in the Inventory Statement (which notice shall contain a statement of the basis of such objection), then the Inventory Statement will be final and binding upon the Parties, absent manifest error. If the Buyer gives notice to the Seller of the Buyer’s objection, and the Buyer and the Seller are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, each of the Buyer’s and the Seller’s positions with respect to the Inventory Statement and the computation of the Inventory Value will be submitted to Ernst and Young, independent certified public accountants, or such other firm of independent certified public accountants mutually selected by the Parties (the “Accountants”) for resolution. If the computation of the Inventory Value is submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such work-papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to such issues and to discuss the same with the Accountants; (y) the Accountants’ determination and/or computation of the Inventory Value shall be binding and conclusive on the fifteenth day Parties and will be deemed to be the final Inventory Value for the Inventory Statement; and (z) the fees of the month Accountants for such determination will be borne equally by the Parties. (d) If the sum of the Inventory Value minus the Inventory Payment (the “Inventory Balance”) is less than zero, then the Seller shall pay to the Buyer an amount equal to such deficit by wire transfer of immediately following available funds to such account or accounts of the month in which such sale occurredBuyer, as may be designated by the Purchaser Buyer; provided, however, that amounts owed by the Seller to the Buyer may be netted against amounts owed by the Buyer to the Seller. If the Inventory Balance is greater than zero, then the Buyer shall pay to the Seller an amount equal to the Inventory Price for each Balance by wire transfer of immediately available funds to such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless account or accounts of the quantity of Transferred Inventory actually sold Seller, as may be designated by the PurchaserSeller; provided, however, that amounts owed by the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, the Purchaser shall pay or have paid Buyer to the Seller may be netted against amounts owed by the Total Inventory Price with respect Seller to an aggregate the Buyer. Such amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the completion of the computations required by Section 2.6(c) hereof, which amount of Transferred Inventory the payment shall bear interest from and including such fifth Business Day to, but excluding the date of payment, at a rate per annum equal to no less than fifty seven percent (507%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past due, in dollar terms) of either event not to exceed the Transferred Inventory. (ii) No later than maximum rate permitted by Law. Such interest shall be payable at the twelve-month anniversary of same time as the Closing Date, the Purchaser shall pay or have paid payment to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake which it relates and shall pay be calculated on the appropriate amount to Sellerbasis of a year of 365 days and the actual number of days for which due. (e) Purchaser shall keepThe Buyer agrees that, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end Closing, it shall not take any actions with respect to the accounting books, records, policies and procedures of the calendar year to which they pertain and will be made available under Acquired Companies that would obstruct or prevent the terms preparation of the Inventory Statement as provided in this Section 2.5(g) during 2.6. The Buyer shall cooperate in the term preparation of this Agreement and for a period of one (1) year after the last payment hereunderInventory Statement, including providing customary certifications to the Seller, or, if applicable. Subject requested, to the foregoing and upon reasonable notice Seller’s independent accountants or the accounting firm selected by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available mutual agreement of the Parties pursuant to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law2.6. (f) In The Buyer and the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at shall each bear its own expenses incurred in connection with the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from preparation and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount review of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory NoteStatement.

Inventory Purchase. (a) Prior to During the Closing DateTransition Period, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof inventory to be paid by Purchaser shall be made available to Takeda for sale is the inventory set forth on Section 2.5 of the Disclosure Schedule Exhibit P (the “Inventory Schedule”), provided that the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections to the Inventory as of the Closing Date. The purchase price for each item of Inventory on the Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total supply of the Inventory Price to be paid by Purchaser to Seller under this Agreement Takeda shall be equal subject to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof relevant Sections under ARTICLE 9 : 9.1 (the “Total Inventory Price”except for 9.1.3(d)), provided that the Parties agree that the Transferred 9.4, 9.5, 9.7, 9.8). Such Inventory shall be identified on housed and maintained by Sucampo, at Sucampo’s expense, at a facility(ies) owned or Controlled by Sucampo and has been or, promptly after the date hereof, will be segregated and marked as Takeda inventory. After review of the Inventory Schedule and have a value (based on as soon as practicable after the Effective Date, Takeda will place an order for the amount of Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties it has determined in its sole discretion to purchase, at the Supply Price specified in EXHIBIT ▇. ▇▇▇▇▇▇ may, at its sole discretion. , purchase inventory that does not meet the Agreed Quality under Section 9.1.3. Upon receipt of the such order, Sucampo shall invoice Takeda and Takeda shall pay such invoice within sixty (b60) Purchaser covenants days of receipt of such invoice. Title shall pass to Takeda upon delivery of the Inventory. Once Takeda has determined that it can accept orders from the customers for the Licensed Product, Takeda shall notify Sucampo in writing of the carrier which will take delivery of the Inventory. Sucampo shall deliver the Inventory FCA at the Alloga (Dubendorf, Switzerland) or Alliance Healthcare (Normanton, UK) (Incoterms 2010) in accordance with Takeda’s order, subject to the release of the Inventory in accordance with Section 9.4. Takeda shall designate to Sucampo the carrier which will take delivery of the Inventory. Sucampo shall contact such carrier when the Inventory is ready for shipping and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example onlyshall arrange for collection, and not transportation of the Inventory. Sucampo shall inform Takeda two (2) Business Days prior to pick-up by way the carrier. Takeda shall bear the costs for transport of limitationthe Inventory and will be invoiced directly by the carrier. Delivery documents shall include purchase order number, if Purchaser has a Savi Note product in Transferred quantity, copy of the certificate of analysis, items codes and description, lot number, manufacturing date of the Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part number of Transferred Inventory. (c) From time to time as Transferred Inventory shippers, weight, number of pallets, and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the month documents in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price accordance with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than the twelve-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this the Quality Agreement under Section 2.5(g) during 13.6. Sucampo shall deliver all Inventory in conformity with the term of this Agreement and Agreed Quality (except for a period of one Section 9.1.3 (1) year after the last payment hereunder, if applicabled)). Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in In the event that the audit or inspection discloses amounts due to Seller in excess of Inventory is not sold by December 31, 2014, Sucampo shall at its sole discretion either buy back the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), remaining Inventory at the request of PurchaserSupply Price in EXHIBIT H or have it destroyed at Sucampo’s costs, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event being agreed that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds of destruction Sucampo shall reimburse the legal limit, then at amount paid by Takeda to purchase the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equityInventory. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory Note.

Inventory Purchase. (a) Prior to the Closing Date, the Parties will coordinate in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be set forth on Section 2.5 of the Disclosure Schedule (the “Inventory Schedule”), provided that the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections to the Inventory as of the Closing Date. The purchase price for each item of Inventory on the Inventory Schedule shall be determined in a manner consistent with Seller’s past practice and as follows: (i) for items designated on the Inventory Schedule as class “A” items, wherever located, the purchase price shall be the Seller’s Direct Material Cost multiplied by 112.5%; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by 60%; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”) plus One Hundred Thousand Dollars ($100,000), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Inventory”), and, notwithstanding Section 7.11 of this Agreement, the Seller shall have the right to sell such Retained Inventory from time to time to third parties in its sole discretion. (b) Purchaser covenants and agrees to sell each item of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product in Transferred Inventory, it will sell the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but no later than on the fifteenth day of the month immediately following the month in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing DateFebruary 28, 2011, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than the twelve-month anniversary of the Closing DateMay 28, 2011, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus One Hundred Thousand Dollars ($ $100,000). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four six (46) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Law. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus One Hundred Thousand Dollars ($ $100,000). The Promissory Note shall be paid in full on or before October 22May 28, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory Note.

Inventory Purchase. On the Closing Date (athe “Inventory Determination Date”), Sellers shall deliver to Red Cross a schedule of all finished and work-in-process blood products in Sellers’ inventory as of the Inventory Determination Date which comprise part of the Assets to be acquired by Red Cross pursuant to this Agreement, identified by product type. With respect to all work-in-process blood products, Sellers shall continue to process such inventory into finished blood products after the Closing Date. On the fourth (4th) Prior to business day following the Closing Date, as part of the Parties will coordinate Purchase Price, Red Cross shall pay to HemaCare, in order to identify the total Inventory relating to the Divisions and the Assets, which Inventory and purchase price thereof to be paid by Purchaser shall be manner set forth on in Section 2.5 of the Disclosure Schedule 2.a).ii) above, an amount (the “Inventory SchedulePurchase Amount”), provided that the Seller shall update the Inventory Schedule within thirty (30) days after the Closing to reflect any adjustments and/or corrections equal to the Inventory as of aggregate purchase price for all such products in inventory on the Closing Date, at the following unit prices: Platelets -- $400.00; Red Blood Cells -- $250.00; Fresh Frozen Plasma -- $53.00; and Cryoprecipitate -- $43.00. The purchase price for each item of Inventory on Notwithstanding the foregoing, if the Inventory Schedule shall be determined Purchase Amount for all products in a manner consistent with Seller’s past practice and as follows: inventory other than platelets exceeds $50,000 (i) for items designated on the Inventory Schedule as class “A” items, wherever locatedsuch products in inventory in excess of such amount, the purchase price shall be the Seller’s Direct Material Cost multiplied by %; (ii) For items designated on the Inventory Schedule as class “B” items, wherever located, the purchase price shall be equal to (Seller’s Direct Material Cost less the per unit reserve established as of June 30, 2010) and the result multiplied by %; and (iii) For items designated on the Inventory Schedule as class “C” or “Consignment” items, wherever located, the Purchaser shall assume responsibility for payment to vendor. (clauses (i) and (ii) above are collectively referred to in this Agreement as the “Inventory Price”). The Inventory to be purchased under this Agreement shall be the Inventory quantities at Closing as set forth on the updated Inventory Schedule and designated as “Class A Items” or “Class B Items” (the “Transferred Inventory”). The total Inventory Price to be paid by Purchaser to Seller under this Agreement shall be equal to all of the items of Transferred Inventory set forth on the Inventory Schedule multiplied by the Inventory Price thereof (the “Total Inventory Price”), provided that the Parties agree that the Transferred Inventory shall be identified on the Inventory Schedule and have a value (based on the Inventory Price set forth on the Inventory Schedule) of no less than $ . All Inventory other than the Transferred Inventory shall be retained by the Seller (“Retained Excess Inventory”), andthen the Assets shall include, notwithstanding and the Red Cross shall be obligated to purchase pursuant to this Section 7.11 2.b), only that portion of this Agreementthe Excess Inventory that meets customary requirements for blood type product mix, the Seller shall have the right to sell such Retained Inventory from time to time to third parties as determined by Red Cross in its sole reasonable discretion. (b. Notwithstanding Section 1.d) Purchaser covenants and agrees to sell each item the contrary, Red Cross shall take possession of Transferred Inventory before it sells any identical item of inventory. For purposes of clarification and example only, and not by way of limitation, if Purchaser has a Savi Note product the finished blood products in Transferred Inventory, it will sell inventory on the Savi Note product from Transferred Inventory before it sells a Savi Note that is not part of Transferred Inventory. (c) From time to time as Transferred Inventory and any other Inventory acquired by Purchaser from Seller is sold by the Purchaser, but Closing Date no later than on the fifteenth first calendar day of the month immediately following the month in which such sale occurred, the Purchaser shall pay to the Seller an amount equal to the Inventory Price for each such item of Inventory sold (each, a “Monthly Inventory Payment”). Regardless of the quantity of Transferred Inventory actually sold by the Purchaser, the Purchaser shall pay Seller no less than the Total Inventory Price for all of the Transferred Inventory as follows: (i) No later than the six-month anniversary of the Closing Date, and Red Cross shall take possession of all work-in-process blood products in inventory on the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to an aggregate amount of Transferred Inventory equal to Closing Date no less than fifty percent (50%) (in dollar terms) of the Transferred Inventory. (ii) No later than the twelve-month anniversary of the Closing Date, the Purchaser shall pay or have paid to the Seller the Total Inventory Price with respect to all of the Transferred Inventory plus Dollars ($ ). (d) Seller’s receipt or acceptance of any payment for any Inventory paid pursuant to this Section 2.5 shall not preclude Seller from questioning the correctness thereof at any time, and upon discovery of any inconsistency or mistake in any such payment, Seller shall notify Purchaser in writing setting forth the inconsistency or mistake, and upon mutual agreement by Seller and Purchaser, Purchaser shall immediately rectify such inconsistency or mistake and shall pay the appropriate amount to Seller. (e) Purchaser shall keep, maintain and preserve accurate books of account and records covering all Inventory purchased, utilized and/or sold by Purchaser. Such books of account and records shall be kept by Purchaser for one (1) year first calendar day following the end of the calendar year to which they pertain and will be made available under the terms of this Section 2.5(g) during the term of this Agreement and for a period of one (1) year after the last payment hereunder, if applicable. Subject to the foregoing and upon reasonable notice by Seller made no less than five (5) days in advance and not more often than four (4) times per year, Purchaser will make available to the Seller or its independent auditors reasonably acceptable to Purchaser, for inspection, examination, and audit all records reasonably relating to the purchase, use or sale of Inventory and payment of any amounts under this Section 2.5, including all reasonable supporting documents and invoices, and the physical inspection and counting of the Transferred Inventory and any other applicable Inventory. Any date such audit or inspection will occur during normal business hours at the facility in which the records and/or Inventory to be examined reside in the normal course of business and will not be conducted in a manner that disrupts Purchaser’s business operations. Seller will bear all costs of any audit undertaken on its behalf, provided, however, Purchaser will reimburse Seller for all reasonable fees, costs and expenses actually incurred by Seller for an audit or inspection in the event that the audit or inspection discloses amounts due to Seller in excess of the greater of five percent (5%) of amounts actually paid to Seller under this Section 2.5, due to the error or omission of Purchaser. Any documents produced to Seller under this paragraph (g) shall be used only for the purpose of determining amounts owing if any to Seller from Purchaser and Seller shall treat such documents as confidential. After concluding any inspection of records under this paragraph (g), at the request of Purchaser, Seller shall return all documents to Purchaser unless retaining copies of such documents are reasonably necessary for Seller to enforce its rights under this Agreement or otherwise comply with applicable Lawwork-in-process becomes finished inventory. (f) In the event that any payment due to Seller under this Section 2.5 is not paid within fifteen (15) days after such payment is due hereunder, interest at the rate of one percent (1 %) per month (12% per annum), or in the event that such rate exceeds the legal limit, then at the maximum legal rate, shall accrue on any amount due to Seller under this Section 2.5 from and after the date upon which payment is due until the date said payment is actually made, without prejudice to any other rights provided by law or equity. (g) At Closing, Purchaser shall deliver to Seller a promissory note substantially in the form attached hereto as Exhibit B (the “Promissory Note”). The aggregate principal amount of the Promissory Note shall equal the Total Inventory Price set forth on the Inventory Schedule (as updated pursuant to Section 2.5(a) of this Agreement) plus Dollars ($ ). The Promissory Note shall be paid in full on or before October 22, 2011, shall accrue interest as set forth in Section 2.5(f) above and shall be secured by all of the assets of Purchaser pursuant to a security agreement substantially in the form attached hereto as Exhibit C (the “Security Agreement”). Performance and payment by Purchaser of Purchaser’s obligations under the Promissory Note shall be jointly and severally guaranteed by SciTec Energy, Inc., a Wyoming corporation (“SciTec”) and CompuPool Products USA, Inc., a Florida corporation (“CompuPool”). The Promissory Note shall be prepaid as Purchaser pays Seller each Monthly Inventory Payment pursuant to Section 2.5(c) above and each Monthly Inventory Payment shall be applied by Seller as a payment of the principal amount of the Promissory Note.