STOCK EXCHANGE FOR SATISFACTION OF DEBT AGREEMENT
This Agreement executed at Salt Lake City, Utah , this 29 day of June,
1998, between ZEVEX INTERNATIONAL, INC. ("Zevex") and PARADIGM MEDICAL
INDUSTRIES, INC., ("Paradigm") a corporation existing under the laws of the
State of Delaware (the "Paradigm").
WHEREAS, Zevex is a designer, engineer and manufacturer of medical and
health care products, and;
WHEREAS, Paradigm, a supplier of technical products to the medical and
health care industry, contracted with Zevex to engineer and manufacture
phacoemulsification equipment for which Paradigm issued its purchase order for
future delivery of said machines, and;
WHEREAS, the Paradigm currently owes to Zevex the sum of $400,000.00
for the purchase of twenty -one (21) Precisionist Thirty Thousand machines, and;
WHEREAS, the Paradigm desires to exchange its common stock which is to
be registered, in full and complete satisfaction of said $400,000.00 debt owed
to Zevex.
NOW, THEREFORE, in consideration of the mutual promises and
undertakings of the parties, they agree as follows:
1. The Zevex sells, assigns, transfers, and sets over to the Paradigm, its
successors and assigns, all rights and interest without any further
claims of liens or ownership in the twenty-one Precisionist Thirty
Thousand machines with the following serial numbers:
97-021 through and including 97-041
1.1 It is agreed that the property is sold complete with
footswitches and accessories as set forth in the
Zevex-Paradigm contract dated September 23, 1996.
2. Paradigm shall transfer to Zevex the total of 90,000 shares of Paradigm
common stock, which Paradigm agrees to register with the Securities and
Exchange Commission within forty-five (45) days from the date of this
Agreement in full and complete satisfaction of all amounts owed to
Zevex for the aforementioned equipment.
2.1 Zevex agrees that subsequent to registration of the
aforementioned stock that it will not sell said stock in a
manner which would result in a material decrease in the market
value of the stock but in no event will exceed 5,000 shares in
any one trading day.
3. Paradigm agrees to issue certificates for the stock, or any part of it,
to Zevex, and to such persons as the Zevex may by writing designate,
and in the absence of any designation on the part of the Zevex to the
contrary, certificates for the stock shall be issued in the name of
Zevex.
3.1 The stock is declared fully-paid and non-assessable.
4. This agreement has the full force and virtue of a xxxx of sale, and is
intended to pass title from the Zevex to the Paradigm upon delivery.
5. The Zevex agrees to make, execute, and deliver any further writings
which may be necessary or convenient to vest a perfect and unclouded
title to the property in the Paradigm, and to secure to the Paradigm
the full benefit and enjoyment of the property purchased along with the
satisfaction of its debt.
6. Zevex represents and warrants that it is the sole owner of the above
described debt and that the same is free and clear of all liens and
encumbrances and that it has not sold or otherwise hypothecated said
debt to any third party.
7. Paradigm represents and warrants that its board of directors has
authorized the issuance of stock and its subsequent registration.
8. Miscellaneous.
8.1 This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject
matter hereof.
8.2 This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah
8.3 This Agreement may be executed by facsimile and may be
executed in one or more counterparts, each of which shall be
deemed an original, all of which, when taken together, shall
constitute one and the same instrument.
8.4 The parties each hereby covenant and agree that, from time to
time, after the date hereof, at the reasonable request of
either party , and without further consideration, they will
execute and deliver such other documents and instruments and
take such other action as may be reasonably required to carry
out in all respects the subject matter hereof and the intent
of this Agreement.
8.5 This Agreement shall be binding on all successors and assigns
of the parties.
In witness whereof, the parties have executed this agreement at Salt
Lake City, Utah, on the day and year first written above.
ZEVEX INTERNATIONAL, INC. PARADIGM MEDICAL INDUSTRIES, INC.
By: /s/Xxxxxxx XxXxxxx By: /s/Xxxxxxx Xxxxxxx
Xxxxxxx XxXxxxx Xxxxxxx Xxxxxxx
Title: CFO, ZEVEX INTERNATIONAL, INC. Title: C0O, PARADIGM MEDICAL
INDUSTRIES, INC.
