Exhibit 10.20
NON-BINDING LETTER OF INTENT
The parties hereto desire to enter into this letter of intent, which is
not binding on either party hereto, is dated this 10th day of January, 2004, and
is between TZ Mediacl Inc., on the one hand, and Recom Managed Systems, Inc., on
the other hand.
WHEREAS Recom Managed Systems, Inc. is a life sciences company in the
business of utilizing its patented and proprietary technologies in order to
develop devices that monitor signals from the human body. TZ Medical Inc. -which
is in the medical supply business - owns an FDA approved one lead medical device
know as Cardio Sentry. Cardio Sentry is available for prescription use (called
Cardio Sentry RX) and it is also available for over the counter use (called OTC
Cardio Sentry). Both devices have FDA Approval.
WHEREAS, the parties have reached a non-binding understanding whereby
Recom shall purchase all right, title and interest in and to the OTC Cardio
Sentry device, as well as purchasing an exclusive license in or to the Cardio
Sentry RX device.
NOW, THEREFORE, the parties agree:
1. Recom shall purchase the OTC Cardio Sentry device and all writings
associated therewith.
2. Recom shall purchase an exclusive license for the Cardio Senrty RX
device and all writings associated therewith.
3. Recom shall pay approximately 500,000 shares of its restricted
common stock out of its treasury for the purchase, in a manner that
is tax advantageous to TZ Medical as may be identified and
structured by the professionals for TZ Medical and Recom.
4. The parties shall work in good faith for an additional arrangement
whereby Recom shall utilize TZ's manufacturing facilities and
monitoring centers not only for the Cardio Sentry devices, but along
all Recom's business lines.
WHEREFORE, the parties have signed this non-binding letter of intent to
outline their general agreements and to now pave the way for final documentation
and due diligence necessary to close the transactions by February 1, 2004.
TZ Medical Inc. Recom Managed Systems, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxx
-------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx Xxxx
Its: Secretary Its: Secretary
Address: 0000 XX Xxxxxx Xxxx Address: 0000 Xxxxxx Xxxxxx Xxxx.
Xxxxx 000 Xxxxx 000
Xxxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000
Phone Number: (000) 000-0000 Phone Number: (000) 000-0000
E Mail: BZ@TZ Xxxxxxx.xxx E Mail: xxxxx@xxxxx-xxxxxxx.xxx
