Exhibit 99.2
Letter of Intent
Whereas, SurgiLight, Inc. desires to sell its assets and revenue stream
from the Egypt, China and Vietnam centers; and
Whereas, Tao Enterprises ("TE") desires to acquire such assets and
liabilities pertaining to such assets; and
Whereas, Tao Enterprises is beneficially owned by X.X. Xxx, Ph.D.
The parties agree as follows:
1. Effective February 1, 2002, SurgiLight will transfer the laser systems
located in Egypt, China and Vietnam to TE. The systems are being sold
"as is" with no representation about their working order.
2. The purchase price for such laser systems and associated revenue
stream will be $332,000 plus a $50,000 adjustable amount depending on
the revenue of the Vietnam centers.
3. TE assumes all obligations of SurgiLight as of February 1, 2002 for
the Egypt, China and Vietnam centers including, but not limited to,
warranty expenses, maintenance, payment of center management, and
shipping.
4. SurgiLight will receive all revenue accrued and pay all expenses
accrued through February 1, 2002.
5. TE will make the following payments for the acquisition of these laser
systems:
a. $25,000 upon signing of this agreement
b. $33,000 on May 15, 2002
c. $33,000 on August 15, 2002
d. $83,000 on November 15, 2002
e. $83,000 on February 15, 2003
f. $75,000 on May 15, 2003
g. Up to $25,000 on May 30, 2003
h. Up to $25,000 on February 28, 2004 (for a maximum total of
$382,000 per item 2)
6. The variable amounts of $25,000 will be a ratio as follows multiplied
by $25,000:
# of eyes treated per year * $70/eye
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$130,000
Therefore, if the ratio equals or exceeds 1 (i.e. the income for
the yearly period from February 1, 2002 - January 31, 2003 and
the period from February 1, 2003 - January 31, 2004 is greater
than or equal to $130,000), $25,000 will be paid to SurgiLight,
otherwise, some pro-rata share will be paid to SurgiLight. If the
ratio drops below 0.6, nothing is owed to SurgiLight for that
year. If one or more Vietnam centers are sold the $130,000 in the
denominator will be adjusted downward by 1/4 for each center
sold.
7. The parties agree to sign a definitive agreement on or before April 1,
2002.
8. SurgiLight will maintain a lien on the assets until the final payment
has been made. However, the laser systems may be sold without approval
from SurgiLight in the ordinary course of business.
9. Any dispute concerning this agreement will be settled by binding
arbitration in Orange County, Florida under the laws of the State of
Florida.
The parties hereto intend to be bound by the terms of this Letter of Intent,
which shall be fully enforceable with respect to each party, as evidenced by
their respective signatures below.
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Tao Enterprises SurgiLight, Inc.
Its:____________________________ Its:___________________________
Date:__________________________ Date:________________
