EXHIBIT 6.8
AGREEMENT FOR THE
SALE OF COMPANY ASSETS
This Agreement For the Sale of Company Assets ("the Agreement") is
executed and effective as of the date set forth hereinafter, by and between
MEDIQUIK SERVICES, INC., a Delaware corporation ("Purchaser"), SCARDELLO
MARKETING GROUP, LLC, a Texas limited liability company ("Seller"), and
XXXXXXXX X. XXXXXXXXX, individually ("Scardello") for the purposes,
consideration, premises and conditions hereinafter set forth.
WHEREAS, Seller wishes to sell and Purchaser wishes to purchase certain
specified assets of Seller's business on the conditions set forth in this
Agreement, and
WHEREAS, Purchaser is desirous of enlisting the services of Scardello
and Scardello is amenable to same.
NOW, THEREFORE, in consideration of the mutual promises and conditions
hereinafter set forth, the parties hereby AGREE as follows:
I.
SALE OF CERTAIN ASSETS
Subject to the terms and conditions contain herein and simultaneously
with the execution of this Agreement, Purchaser is purchasing from Seller,
and Seller is selling to Purchaser, all of the right, title and interest of
Seller in and to the following assets.
a That one certain EXCLUSIVE MARKETING REPRESENTATIVE AGREEMENT between
the parties dated February 26, 1999 ("the Marketing Agreement") and
all contract rights related thereto,
b. Items listed on the attached Exhibit "A",
c. All names in which Seller has done business as ("assumed names") in
relation to the Marketing Agreement;
d. All revenues and accounts receivable resulting from the Marketing
Agreement;
e. All customer lists (with related history), advertising and promotional
material related, in any way, to the Marketing Agreement,
f. All agreements, proposals, correspondence, documents, records, books
of accounts and files of Seller relating to the Marketing Agreement,
whether maintained on hardcopy, microfiche, microform, machine
readable record or other data storage media or computer or magnetic
tapes, disks or other computer storage device or physical form (the
"Records")
g. All past, present and future claims or causes of action, choses in
action, rights of recovery and rights of set-off, of any kind,
relating to the Marketing Agreement.
h. All contracts or agreements between Seller and any third parties
relating to the Marketing Agreement.
II.
WAIVER OF LIABILITIES
2.01. The Purchaser forgives Seller's indebtedness to Purchaser, in
the amount of FIFTEEN THOUSAND THREE HUNDRED NINETY-SIX AND 23/100THS
($15,396.23) DOLLARS.
2.02. Purchaser shall assume Seller's indebtedness to First Bank
Texas N.A., of Houston, Texas (the "Bank") arising from that one certain
Promissory Note between Seller and the Bank, dated May 19, 1999, in the
principal amount of $25,000.00 ("the Loan").
2.03. Upon execution of this Agreement, Seller shall transfer the
loan proceeds from the Loan to Purchaser.
III.
TRANSFERENCE OF COMMON STOCK
3 01. As partial consideration for the purchase and sale of assets,
as set forth herein, Purchaser shall convey, assign, and otherwise, transfer
a total of THREE HUNDRED THIRTY THOUSAND (333,000) common shares of MediQuik
Services, Inc. ("the Shares") to Seller.
3.02. The Shares are unregistered and shall be "restricted" pursuant
to Rule 144 of the Securities Act of 1933 (17 CFR, sec. 230 144). The Shares
shall be stamped with said language as provided for in "Exhibit B".
IV.
REPRESENTATIONS AND WARRANTIES
4.01. SELLER'S REPRESENTATIONS AND WARRANTIES:
(a) That no material, data or information is or shall be deleted,
secreted or withheld from the items listed on Exhibit "A";
(b) That there are no liens, encumbrances, indebtedness or suits
threatened or filed in relation to the assets made the subject of
this agreement;
(c) That Seller is a duly organized, validly existing, limited
liability company and in good standing under the laws of the
State of Texas,
(d) That the sale of the assets made the subject of this agreement
has been fully authorized by one hundred (100%) percent of its
Members;
(e) That the indebtedness of the Seller made a subject of this
agreement was incurred in the ordinary course of business;
(f) That the items listed on Exhibit "A" are fully operational and/or
functional.
(g) That Purchaser has made full and complete disclosure to Seller,
as well as its Members, as to Purchaser's operations, activities,
sales, organizational structure, equity structure, sales
prospects, goals, plans, financial condition including
indebtedness, present and anticipated stock offerings, number of
common shares outstanding, financial statements, and all other
material information.
(h) Seller shall indemnify and hold Purchaser, its officers,
directors, or employees, harmless from any suits or actions, of
whatsoever nature, regarding, related to or concerning the assets
made the subject of this agreement including, but not limited to,
the Marketing Agreement.
(i) That the data and information contained in the items listed on
Exhibit "A" shall not be duplicated or distribute to, used or
implemented by any third party, for any reason, without the
express, wntten consent of Purchaser.
(j) Seller shall execute any and all documents reasonably necessary
to effect the intent of this Agreement including, but not limited
to, a XXXX OF SALE, "GENERAL CONVEYANCE, TRANSFER AND
ASSIGNMENT", and CANCELLATION/REVOCATION OF ASSUMED NAMES,
(k) There are no actions, suits, claims, arbitration proceedings or
government investigations or inquiries pending, or to the
knowledge of Seller threatened, against Seller seeking to prevent
or delay the consummation of the transactions contemplated
hereby.
(l) The Members of Seller are or have been actively involved in the
business affairs and/or activities of Purchaser.
(m) Seller shall indemnify and hold Purchaser harmless for any tax
liability accruing to Seller or its Members regarding the Shares.
(n) Seller shall indemnify and hold Purchaser harmless from any and
all claims or causes of action by its Members, relating to the
issuance of the Shares contemplated herein or the Marketing
Agreement.
4.02 REPRESENTATIONS AND WARRANTIES OF PURCHASER:
(a) That the Shares are fully authorized, unissued, shares of
restricted common stock of the Purchaser;
(b) That the issuance of the Shares, as contemplated by this
Agreement, is fully authorized by the board of directors of
Buyer;
(c) That the Shares are free and clear of all liens, claims or
encumbrances, other than the restrictions related to Rule 144;
(d) That all applicable state and federal securities laws and
regulations, if any, have been complied with in relation to the
transfer of the Shares;
(e) That Purchaser is corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware and
the State of Texas.
(d) That Purchaser has full corporate authority to enter into this
Agreement.
V.
EMPLOYMENT ASPECT
5.01. Purchaser shall hire Scardello, on a full-time basis, to act
as a Vice-President at a starting salary of $8,000.00 per month.
5.02. Scardello shall not disclose any trade secrets, client lists,
confidential information, compilations of data, sales materials or strategies
of Purchaser, during or after his employment with
Purchaser, other than in the ordinary course of business of his affairs with
Purchaser or without the express consent of Purchaser.
VL.
GENERAL ADMINISTRATION PROVISIONS
6.01. MULTIPLE ORIGINALS: This Agreement may be executed in
multiple counterparts, and each such counterpart shall be deemed as an
original instrument upon execution of this document, and shall be binding
upon all the parties with the same force and effect as if all the parties had
signed the same document, and each such signed counterpart shall constitute
an original of this Agreement.
6.02. CHOICE OF LAW: This Agreement shall be construed and enforced
in accordance with the laws of the State of Texas, and enforceable in Xxxxxx
County, Texas.
6.03. ASSIGNABILITY: Except with written consent of the other, the
rights and obligations under this Agreement are not assignable by the parties
to this agreement or their respective successors, assigns, heirs or legal
representatives.
6.04. NOTICES: Any notice, request, instruction or other
communication required or permitted hereunder shall be deemed to be properly
given when deposited in the United States Mail, postage prepaid, addressed as
follows:
SELLER: Scardello Marketing Group, LLC
Attention: Xx. Xxx Xxxxxxxxx
(at address to be provided)
PURCHASER: MediQuik Services, Inc.
Attn.: Xxxxxx X. Xxxxxx, Xx.
General Counsel
000 Xxxxx Xxxx Xxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
XXXXXXXX XXXXXXXXX: At address to be provided
6.05. ENTIRE AGREEMENT: This Agreement represents the entire
Agreement by and between the parties hereto except as otherwise provided in
this Agreement, it supersedes all prior agreements between the parties
(written or oral), is intended as a complete and exclusive statement of the
terms of the Agreement between the parties. This Agreement may be amended
only by a written instrument duly executed by the parties.
EFFECTIVE as of the 18th day of June, 1999.
PURCHASER SELLER
MEDIQUIK SERVICES, INC. SCARDELLO MARKETING GROUP, LLC
By: /s/ Grant M. Gables, By: /s/ Xxxxxxxx Xxxxxxxxx
-------------------------- ------------------------------------
Grant M. Gables, its President Xxxxxxxx Xxxxxxxxx, Managing Member
Effective only with signature
of all Scardello Marketing
Group LLC Shareholders
"SCARDELLO"
/s/ Xxxxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxxxxx, individually
ACCEPTED AND APPROVED BY THE MEMBERS
OF
SCARDELLO MARKETING GROUP, LLC
/s/ Xxxxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
------------------------- ----------------------------
XXXXXXXX X. XXXXXXXXX XXXXX X. XXXXXX, M.D.
/s/ Xxxxxx X. XxXxxxxx /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------- ----------------------------
XXXXXX X. XXXXXXXX XXXXX X. XXXXXXXXX, XX.
/s/ Xxxxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxxxx, III
------------------------- ----------------------------
XXXXXX X. XXXXXX XXXXX X. XXXXXXXXX, III
ACKNOWLEDGEMENT
STATE OF TEXAS )(
)(
COUNTY OF XXXXXX )(
This instrument was acknowledged before me on this the 18th day of June,
1999, by GRANT M. GABLES and XXXXXXXX X. XXXXXXXXX, individually and in his
Managing Member capacity.
/s/ Xxxxx X. Xxxxx
------------------------------------------
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
My commission expires:
2-20-00
----------------------
EXHIBIT "A"
TO THE
AGREEMENT FOR SALE OF COMPANY ASSETS
BY AND BETWEEN
MEDIQUIK SERVICES, INC.,
SCARDELLO MARKETING GROUP, LLC
AND
XXXXXXXX X. XXXXXXXXX
- Compaq DeskPro Computer, serial # 6828BUF2J778
- Compaq Presario Monitor, serial # 906CF19KF166
- Hewlett Packard 2000C Printer, serial # US885140SR
- "Strategic Partner" Database (software), including
materials, manuals, schedules and related documents
- "MediQuik Marketing Service's" sales, marketing and
administration program, and all items related thereto
Exhibit B
Stock Restriction Language
The shares represented by this certificate have not been registered under
the Securities Act of 1933. The shares have been acquired for investment
and may not be offered, sold, or otherwise transferred in the absence of an
effective Registration Statement for the shares under the Securities Act of
1933, or a prior opinion of counsel satisfactory to the issuer, that
registration is not required under that Act .
