AGREEMENT entered into this 8th day of October, 1999 by and between
SWISSRAY INTERNATIONAL, INC. LOCATED AT 000 XXXX 00XX Xxxxxx, Xxxxx 0X, Xxx
Xxxx, Xxx Xxxx 00000, Swissray America, Inc. located at 0000 Xxxxxxxxx Xxxxx,
Xxxxx 00, Xxx Xxxxxx, Xxxxxxxxxx 00000 (such two firms hereinafter collectively
referred to as "Swissray") and Display Presentations located at 000 Xxxxxxx
Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter "Display").
WHEREAS, Display has warranted and represented that they are in the
business of providing the type of services indicated on their October 4, 1999
six page "quotation" addressed to Swissray, a copy of which is annexed hereto,
made a part hereof and marked Exhibit A; and
WHEREAS, Display warrants and represents that it will complete the
services proposed to be performed and detailed in aforesaid Exhibit A in a
timely manner and for the price indicated; and
WHEREAS, Swissray wishes to utilize Display's services in the manner
set forth in aforesaid Exhibit A for purposes of its establishment of its
Swissray booth at the November 1999 RSNA Convention to be held in Chicago.
Now therefore it is herewith agreed as follows:
1. The aforesaid October 4, 1999 Quotation (Exhibit A) hereinabove
referred to is herewith made a part of this Agreement as if fully set
forth herein and Display agrees to perform in a timely manner each of
the services enumerated therein so as to allow Swissray sufficient time
so as to establish its booth sufficiently in advance of commencement of
the RSNA Convention.
2. Swissray agrees to compensate Display for the services referred to in
Exhibit A and Display agrees to accept such compensation in the manner
set forth herein so that total compensation shall amount to $415,000
(plus applicable sales tax) and shall be paid in the following manner:
a. Fifty percent of such payment ($207,500) shall be made through
the issuance of 65,000 restrictive shares of Swissray common
stock based upon a market valuation of $3.192 bid price as
existed on October 1999 - the time this written Agreement was
orally agreed to;
b. Swissray acknowledges that it currently has a Registration
Statement on file with the Securities and Exchange Commission for
purposes of registering shares of its common stock and warrants.
represents and agrees that it will register the aforementioned
65,000 restrictive shares of its common stock being issued into
Display's name in its next amendment to its current Registration
Statement so that upon effectiveness of such Registration
Statement Display will be in a position, if it so desires, to
sell all or any portion of such 65,000 shares without restrictive
legend appearing thereon; and
c. The balance of $207,500 shall be paid in the following manner:
i. Twenty percent (i.e. $83,000) shall be payable as
work progresses upon shop viewing of same by Swissray
and acceptance by Swissray that work is progressing
as agreed to; and
ii. The balance of thirty percent (i.e. $124,500)
together with applicable sales tax shall be paid on
the first day of the RSNA Convention.
d. On December 3, 1999, after New York Stock Market closing, the value of
the 65,000 shares as per Paragraph 2, will be evaluated. In case the
total value of these 65,000 shares will not amount to $200,000, the
difference will be paid in additional non-restrictive, registered
Swissray common stock at the stock price as per closing date December
3, 1999.
SWISSRAY INTERNATIONAL, INC.
/Ueli Laupper/
BY:
Ueli Laupper, Vice President
SWISSRAY AMERICA INC.
/Ueli Laupper/
BY:
Ueli Laupper, CEO
DISPLAY PRESENTATIONS
/Xxxxxxx Xxxxxx/
` BY:
Xxxxxxx Xxxxxx, Vice President
