EX-10 4 ex_10-1.txt PURCHASE AND SALE AGREEMENT EXHIBIT 10.1 ------------ PURCHASE AND SALE AGREEMENT This Agreement, made this 16th day of Sept. , 2002, by and between LEGENDS ENTERPRISES, INC. a company incorporated pursuant to the laws of the State of Oregon,18848 SE Highway 212, Clackamas, Oregon 97015 (hereinafter referred to as "Purchaser") and JOHN J. MAHONEY, 45 Howe Road, Wilmot, New Hampshire 03287 (hereinafter referred to as "Seller"), who hereby agree as follows: R E C I T A L S WHEREAS, Purchaser is a development stage company which intends to engage in the business of manufacturing and sale of microwave blood and fluid warmers and blood viral inactivation activities throughout the United States and such other geographic areas as the Board of Directors of Purchaser may so elect from time to time in the future; and WHEREAS, the Seller owns good and marketable title to certain assets, more fully described in Exhibit "A", attached hereto and incorporated herein as if set forth (the "Assets"); and WHEREAS, Purchaser desires to purchase from Seller and Seller desires to sell the Assets to Purchaser pursuant to the terms and conditions contained herein; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in consideration of the premises and the covenants, agreements, representations, warranties and payments hereinafter contained, the parties hereto covenant and agree as follows: 1. PURCHASE AND SALE OF ASSETS. 1.01. Purchase. Upon the terms and subject to the conditions hereof, the Seller agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Seller, all of the Seller's right, title and interest in the Assets. A copy of the applicable Bill of Sale is attached hereto and incorporated herein as Exhibit "A". 2. PURCHASE PRICE AND PAYMENT. 2.01. Payment. Purchaser shall tender to Seller an aggregate of 4,400,000 "restricted" (as that term is defined under Rule 144 promulgated under the Securities Act of 1933, as amended) Common Shares of Purchaser (the "Shares"). In addition, Purchaser shall assume a promissory note in the principal amount of $176,000. A copy of this Promissory Note is attached hereto as Exhibit "B". 3. ASSUMED LIABILITIES AND PAYMENT OF TAXES. 3.01. ASSUMPTION OF LIABILITIES. Other than as disclosed herein, the Purchaser will not assume any other liabilities of the Seller. 3.02 PERSONAL PROPERTY TAXES. At such time as the same becomes due and payable, personal property taxes for the year 2002 shall be pro- rated as of the Date of Closing. Thereafter, taxes and assessments shall be the obligation of and shall be paid by 1 the Purchaser. 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and warrants to the Purchaser as follows, with the intent that the Purchaser shall rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein. 4.01. Authority to Sell. The execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary action on the part of the Seller and this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors. 4.02. Sale Will Not Cause Default. To the best of Seller's information, knowledge and belief, neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated herein, will: (a) violate any of the terms and provisions of any order, decree, statute, bylaw, regulation, covenant, or restriction applicable to the Seller or any of the Assets; (b) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than sales tax payable by Purchaser in connection with the purchase and sale. 4.03. Assets. Except as disclosed to Purchaser by Seller herein, the Seller owns and possesses and has a good and marketable title to the Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, whether secured or unsecured and whether arising by reason of statute or otherwise howsoever. 4.04. Litigation. Other than as previously disclosed by Seller to Purchaser, there is no litigation or administrative or governmental proceeding or inquiry pending, or to the knowledge of the Seller, threatened against or relating to the Seller or any of the Assets, nor does the Seller know of or have reasonable grounds for believing that there is any basis for any such action, proceeding or inquiry. 4.06. Conformity with Laws. The Seller has not sought and obtained any governmental licenses and permits required for the conduct in the ordinary course of the operations of the Seller's business and the uses to which the Assets have been put. 4.07. Accuracy of Representations. No certificate furnished by or on behalf of the Seller to the Purchaser at the time of closing in respect of the representations, warranties or covenants of the Seller herein will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and all of the representations and warranties of the Seller shall be true as at and as if made at the time of closing. 4.08 REPRESENTATIONS RELATING TO ISSUANCE OF PURCHASER'S COMMON STOCK. Seller hereby represents and warrants to Purchaser as follows: 2 (i) The Common Shares to be acquired by Seller is solely for his account and for investment and Seller has no plan, intention, contract, understanding, agreement or arrangement with any person to sell, assign, pledge, hypothecate or otherwise transfer to any person the Shares or securities issuable on conversion thereof, or any portion thereof; (ii) Seller understands that neither the Shares nor the sale thereof to him has been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws. Seller understands that no registration statement has been filed with the United States Securities and Exchange Commission, nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to a holder of the Shares by an impartial review of such a registration statement by the Securities and Exchange Commission or other regulatory authority will not be forthcoming. Seller understands that he cannot sell the Shares unless such sale is registered under the 1933 Act and applicable state securities laws or exemptions from such registration become available. In this connection, Seller understands that the Purchaser has advised the Transfer Agent for the Common Shares that the Shares are "restricted securities" under the 1933 Act and that they may not be transferred by Seller to any person without the prior consent of the Purchaser, which consent of the Purchaser will require an opinion of Seller's counsel to the effect that, in the event the Shares are not registered under the 1933 Act, any transfer as may be proposed by Seller must be entitled to an exemption from the registration provisions of the 1933 Act. To this end, Seller acknowledges that a legend to the following effect will be placed upon the certificate representing the Shares and that the Transfer Agent has been advised of such facts: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. Seller understands that the foregoing legend on his certificate for the Shares limits their value, including their value as collateral. 5. COVENANTS OF THE SELLER. 5.01. Conduct of the Business. Until the time of closing, the Seller shall conduct the Seller's business only in the ordinary course and will use his best efforts to preserve the Assets intact and to preserve for the Purchaser his relationship with his lessors, suppliers, customers and others having business relations with him. 5.02. Access by Purchaser. The Seller will give to the Purchaser and Purchaser's counsel, accountants and other representatives full access, during normal business hours throughout the period prior to the time of closing, to all of the properties, books, contracts, commitments and records of the Seller relating to all aspects of the Seller's business relevant to the Assets acquired herein and will furnish to the Purchaser during such period all such information as the Purchaser may reasonably request. 3 5.03. Covenants of Indemnity. The Seller, his heirs and personal representatives, will indemnify and hold harmless the Purchaser from and against: (a) any and all of Seller's liabilities, whether related to the Assets or otherwise, whether accrued, absolute, contingent or otherwise, existing at the time of closing hereof; (b) any and all damage or deficiencies resulting from any misrepresentation, breach of warranty, non-fulfillment of any covenant on the part of the Seller under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Purchaser hereunder; and (c) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to any of the foregoing. 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Seller as follows, with the intent that the Seller shall rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated herein. 6.01. Status of Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Oregon and has the power and capacity to enter into this Agreement and carry out its terms. 6.02. Authority to Purchase. The execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser and this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except as limited by laws of general application affecting the rights of creditors. 6.03. Sale Will Not Cause Default. Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated herein, will: (a) violate any of the terms and provisions of the articles of the bylaws or articles of the Purchaser, or any order, decree, statute, bylaw, regulation, covenant, or restriction applicable to the Purchaser; (b) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than sales tax payable by Purchaser in connection with the purchase and sale. 6.04. Accuracy of Representations. No certificate furnished by or on behalf of the Purchaser to the Seller at the time of closing in respect of the representations, warranties or covenants of the Purchaser herein will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading and all of the representations and warranties of the Purchaser shall be true as at and as if made at the time of closing. 6.05 Purchaser's Indemnification of Seller. The Purchaser, his heirs and personal representatives will indemnify and hold harmless the Seller from and against any and all damage or deficiencies resulting from any misrepresentation, breach of warranty, 4 non-fulfillment of any covenant on the part of Purchaser under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Seller hereunder. 7. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. 7.01. Seller's Representations, Warranties and Covenants. All statements contained in any certificate or other instrument delivered by or on behalf of the Seller pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Seller. All representations, warranties, covenants and agreements made by the Seller in this Agreement or pursuant hereto shall, unless otherwise expressly stated, survive the time of closing and any investigation at any time made by or on behalf of the Purchaser and shall continue in full force and effect for the benefit of the Purchaser. 7.02. Purchaser's Representations, Warranties and Covenants. All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Purchaser. All representations, warranties, covenants and agreements made by the Purchaser in this Agreement or pursuant hereto shall, unless otherwise expressly stated, survive the time of closing and any investigation at any time made by or on behalf of the Seller and shall continue in full force and effect for the benefit of the Seller. 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER. All obligations of the Purchaser under this Agreement are subject to the fulfillment at or prior to the time of closing of the conditions hereinafter enumerated. 8.01. Seller's Representations and Warranties. The Seller's representations and warranties contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true at an as at the time of closing as if such representations and warranties were made at and as of such time. 8.02. Seller's Covenants. The Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by him prior to or at the time of closing. The foregoing conditions are for the exclusive benefit of the Purchaser and any such condition may be waived in whole or in part by the Purchaser at or prior to the time of closing by delivering to the Seller a written waiver to that effect signed by the Purchaser. 9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER. All obligations of the Seller under this Agreement are subject to the fulfillment, prior to the time of closing, of the conditions hereinafter enumerated. 9.01. Purchaser's Representations and Warranties. The Purchaser's representations and warranties contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true at an as at the time of closing as if such representations and warranties were made at and as of such time. 5 9.02. Purchaser's Covenants. The Purchaser shall have performed and complied with all covenants, agreement and conditions required by this Agreement to be performed or complied with by it at or prior to the time of closing. 9.03. Closing Date. The Agreement shall have closed by September 16, 2002. Each of the foregoing conditions are for the exclusive benefit of the Seller and any such condition may be waived in whole or in part by the Seller at or prior to the time of closing by delivering to the Purchaser a waiver to that effect signed by the Seller. 10. CLOSING. 10.01. Time of Closing. Subject to the terms and conditions hereof, the purchase and sale of the Assets shall be completed at a closing to be held at 1:00 p.m. Eastern Time on September 16, 2002 ("the time of closing"). 10.02. Place of Closing. The closing shall take place at a location mutually agreeable to the parties hereto. At the discretion of the parties, the Closing may also take place by telephonic means. 10.03. For Delivery by the Seller. At the closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) all deeds of conveyance, bills of sale, transfer and assignments in form and content satisfactory to the Purchaser's counsel, appropriate to effectively vest a good and marketable title to the Assets in the Purchaser to the extent contemplated by this Agreement and immediately registrable in all places where registration of such instruments is required; (b) possession of the Assets; 10.04. For Delivery by the Purchaser. At the closing, the Purchaser shall deliver or cause to be delivered to the Seller the Shares. 10.05. Possession. Purchaser shall be entitled to possession of the Assets herein described as of 8:00 a.m. on the day following the Effective Date herein and Seller shall deliver the Assets to Purchaser at said time, provided that Purchaser has fully complied with the terms and conditions contained herein. 10.06 Effective Date. The Effective Date of the transaction contemplated herein shall be the date in which the requirements of Sections 10.03 through 10.05 have been successfully consummated. 11. SELLER'S RISK OF LOSS. From the date hereof to the time of closing, the Assets shall be remain at the risk of the Seller. If any of the Assets shall be lost, damaged or destroyed prior to the time of closing, the Purchaser may, in lieu of terminating this Agreement, elect by notice in writing to the Seller to complete the purchase to the extent possible without reduction of the purchase price, in which event all proceeds of any insurance or compensation in respect of such loss, damage or destruction shall be payable to the Purchaser and all right and claim of the Seller to any such amounts not paid by the time of closing shall be assigned to the Purchaser. 12. FURTHER ASSURANCES. The parties hereto shall execute such further and other 6 documents and do such further and other things as may be necessary to carry out and give effect to the intent of this Agreement. 13. NOTICES. All notices required or permitted to be given hereunder shall be in writing and personally delivered to the address of the intended recipient set forth on the first page hereof, or at such other address as may from time to time be notified by any of the parties hereto in the manner herein provided. 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral hereto other than as expressly set forth or referred to herein. 15. TIME OF THE ESSENCE. Time shall be of the essence of this Agreement. 16. APPLICABLE LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Hampshire. 17. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, or heirs and representatives, as applicable. 18. CAPTIONS. The captions appearing in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. 19. ATTORNEY FEES. If a dispute arises between the parties hereto and such dispute can only be resolved by litigation then, in such case, the prevailing party in such litigation shall be entitled to recover all costs of such action, including but not limited to, reasonable attorneys fees. 20. COUNTERPARTS/FACSIMILE EXECUTION. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument .For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, a facsimile or telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of a facsimile machine or telecopier machine as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. LEGENDS ENTERPRISES, INC. By: s/Thomas J. Bolera ------------------------------------ Its: President ----------------------------------- s/John J. Mahoney --------------------------------------- John J. Mahoney 8 APPENDIX A DESCRIPTION OF PURCHASED ASSETS (PATENTS AND INTELLECTUAL PROPERTY) I. Patents - $200,000.00 Number Description ------ ----------- 5,919,218 "Cartridge for In-Line Microwave Warming Apparatus 6,013,061 "Automatic Air Eliminator" (INVENTORY) Equipment, Tooling, and Data - $6,000.00 Test Equipment and Supplies. Full pallet of shipping boxes Burn-in rack 6 computerized test stands Large volume hot/cold environmental chamber Powerlift ATP stand Trade show booth, portable (4 cases) Shipping supplies T-900 shipping container with wheels Oven Approx. 9 file cabinets with documentation Documentation includes all FDA paper work for each ThermoStatTM900 acquired from INALA including serial numbers. Equipment. Radiometer: (@ INALA, So. Africa) --------------------------------- Units to date have been machined from aluminum plate stock. Tooling for die castings is with INALA in South Africa. There are two (2) dies involved - the radiometer (die cast version) is not interchangeable with the earlier version, but us consistent with the Value-engineered version. Samples made from the tooling were validated. Flow Rate Indicator: (location TBD) ----------------------------------- This is small plastic housing (ABS). (MMS has parts list, detail drawings, etc.). Disposable Cartridge: --------------------- Body, die casting Sherman Pressure Castings White Plains, NY Bobbin, plastic Master Tool & Mold Reading, PA Spacer, plastic Master Tool & Mold Reading, PA Tooling. Jointly Owned with INALA Tooling: (@ INALA, So. Africa) ------------------------------ Heating Cavity Filter Machining, RH and LF Main Base Cover, Heating Cavity Radiometer, Housing Main Base Cover, Radiometer Short Plate Waveguide Transition INALA supplied part, not a die casting Housing Transducer INALA supplied part, not a die casting Housing, Detector INALA supplied part, not a die casting Miscellaneous Sheet Metal Parts: (@ INALA, So. Africa) ------------------------------------------------------ Shroud, Outer Shroud, Inner Cover, SCR Bracket, Fan Mounting Bracket, Mounting Fuse Cover, Power Detector Housing, Processor Cover, Interface Cover, Processor Housing Plastic Parts: (@ INALA, So. Africa) ------------------------------------ Cover, Main Base Dress Cover Product and Supplies:
Part No Rev Description Lot No Qty Remarks 191034 Admin set parts 990003 2292 191034 Admin set parts 000006 1250 191034 Admin set parts 000005 536 188733-02 Admin set parts 0001-E 1424 191033 D Admin set parts 990004 425 Power cord 344 190141-01 A Magnetron 000001 132 189468 Power supply 141 189331 Display cover 35 189334 A Dress cover 49 Old 189373 Display control assy 112 188871 B Latch levers 250 189501-00 Wire harness 326 189574-06 Wire harness 338 189255 Safety switch module assy 55 190586-01 Flow ratye display overlay 150 188816-04 RIF Strip gasket 335 189885 D Filter high pass assy 9 Base cover rubber 10 guestimate 189569 Wire harness 33 189569-01 Wire harness 298 189574 Wire harness 688 189569-03 Wire harness 333 189387-02 Metal parts 103 ?PDM3 189599 Metal parts 1000 guestimate 190513 PCB Flowrate 18 189569-02 Wire harness 283 189572-03 Wire harness 283 189598-02 Metal Parts Short plate 250 189688-02 Pole clamps 52 189341-02 Short plate 83 189542 Rubber seal - Upright filter 198 189281 Cover safety switch 125 189657 Filter screen 663 189574-03 Wire harness 387 189574-02 Wire harness 400 189574-08 Wire harness 327 189574-04 Wire harness 332 189574-05 Wire harness 328 189557-02 Diagnostic cover 263 189604-01 Pump tubing? 35 189523-02 Metal part 46 189257 Safety switch housing 125 189572-02 Wire harness 336 191145 Wire harness 166 189602-02 Safety switch 60 189648-01 Plastic grommets 1000 189572-01 Wire harness 338 189642-02 Block connector 865 190642 Flow meter assy 15 189656 Filter screen 80 189394 PCB Control display assy 50 189413-A PCB 39 Alternative P# 189412-B 189528-00 PCB 71 Alternative P# 189528-B 189426-B PCB 53 189305 PCB Coupler detector assy 57 189570-00 Wire harness 339 189503-00 Wire harness 183 190541 Metal part 81 189418 PCB Processor board assy 32 189618-00 Wire harness 566 189487-00 Wire harness 169 189391-00 PCB Display drive 49 189643-02 Metal parts 100 189619-00 Wire harness 306 189503-00 Wire harness 183 189502-00 Wire harness 315 189470-05 Wire harness 50 189470-01 Wire harness 50 189470-02 Wire harness 50 189470-03 Wire harness 50 189470-04 Wire harness 50 189508-00 Wire harness 150 189617-00 Wire harness 50 189487-00 Wire harness 579 189487-02 Wire harness 100 189569-04 Wire harness 334 189576-00 Wire harness 37 189569-05 Wire harness 326 189573-00 Wire harness 334 189508-00 Wire harness 150 189571-00 Wire harness 328 189576-00 Wire harness 248 DC301 Heating cavity cartidge spiral 240 189595-01 Castor non-lock 50 189595-02 Castor lock 20 189643-04 Bracket retainer 125 Transformer 6 189450 Mounting bracket 24 Di-electric material thick 8 Di-electric material thin 5 190459 Priming chamber 1000 189331 Housing control pannel 756 ASH200 ASH200 Administration sets (10's) 189 Sterile ready to sell ASH300 ASH300 Administration sets (10's) 68 Sterile ready to sell ASH100 ASH100 Administration sets (10's) 119 Sterile ready to sell FV501 FV501 Filter vent (20's) 90001 17 Sterile ready to sell FV250 FV250 Filter vent (20's) 900002A 9 Sterile ready to sell Base without castors 6 Base with castors 18 189447 Air duct/SCR/REL assy 14 189355 Cover assy 13 189354 Latch lever assy 45 Flowrate cover housing 32 189617 Wire harness 56 190690-01 Black plastic insert 147 ?PDM3 190519 Metal parts 106 190568-01 Noise filter 34 189409-00 Transformer assy 29 189486-01 Pump 76 190597-01 Phone connector 39 ?PDM3 189505 Waveguide assy 16 Shrink tubing 1/8" (1000ft) 14 Shrink tubing 1/4" (500ft) 3 189515-04 Base cover rubber 31 190733- A Microchip 16 682 190566-01 PCB 5 61124- Microchip 1 6401064 62016- Microchip 36 668574 62020- Microchip 70 40373 190574-02 Microchip 3 190574-01 Microchip 4 190792-01 Microchip 6 190128-01 Microchip 74 61114- Microchip 46 053906 189513-00 PCB 3 189394 PCB 22 189281-01 Flowmeter back 90 189959 Spill cup 21 Ready to sell Edge strip blue 109 189424 Spill cup 657 Not complete 189510 Trans / Base front cover assy 16 189602-01 Switch reset 79 189342-00 Plastic part 87 189355 Cover assy 1 189889 PCB 45 189884 Di-electric blocks 52 189391-00 PCB 9 6-D-1 Base display boards 4 189362 PCB 34 189343 Administration set aluminum part 775 189510 Base fron cover 10 189809-02 Hook (4) Rack IV bag 49 Ready to sell 189484 IV pole assy 13 Ready to sell FV250 FV250 Filter vent (20's) 000004 36 Not sterile FV501 FV501 Filter vent (20's) 010001 27 Not sterile FV250 FV250 Filter vent (20's) 000003 20 Not sterile Branson Ultrasonic Cleaner 1 Equipment Polybag Sealer 1 Equipment Zebra label printer 1 Equipment T900 Thermostat 900 22 Not complete 190969 A Tubing PVC 9-02196-A 1868 190460-02 F Tubing PVC 0-0118-F 15000 190937-02 D Tubing PVC 0-0116-D 10000 190937-02 D Tubing PVC 9-0199-D 995 190969-01 A Tubing PVC 0-0119-A 7500 190460-02 F Tubing PVC 9-0200-F 2500 190517-01 B Roller weel 8-0079-B 3500 190937-01 Tubing PVC 10000 For FV250 190460-02 Tubing PVC 1500 For FV501 190483-01 F Tubing PVC 0-0115-F 19500 190969-01 Tubing PVC 0-0115-F 2500 For ASH100 190937-02 Tubing PVC 1570 190483-01 Tubing PVC 2000 For Helix - guestimate DC301 C 000001/C 2592 190997-02 D 0-0152-D 5000 189180-01 C DC301 Bobbin 9-0129-C 1250 190482-02 F Male Luer 0-0099-F 20000 190495 B 0-0107-B 10000 190468 D Blood filter 0-0105-D 12500 190941-03 B Roler clamp 0-0081-B 7500 189459-01 B 9-0193-B 2000 190836 Poches 99921 2000 190941-03 B Roler clamp 9-0032-B 5000 190989-01 A Lables 9-0101-A 2600 190842-01 A Lables 353 190837 C Lables 497 190979-01 B Lables 750 190978-01 A Lables 100 190979 C Lables 350 FV501 D FV501 Filter vent (20's) 010001 3200 To be sterilised 190676 B 0-0156-B 6622 190409 B Heating coil cover 9-0127-B 3750 190458-01 C Bag spike 0-0101-C 5000 190462-03 D Y-connector 0-0010-D 5000 For ASH100 189395-01 D Adhesive covers 9-0166-D 2500 190463-02 D Male Luer 9-0040-D 13366 190942 Clamps 10000 guestimate 190457-01 C Spike caps 0-0104-C 10000 191051-01 B Male Luer 0-0083-B 10000 190942 A Clamp 0-0010-A 12163 1901654- C LG Clamp 9-0175-C 8000 01 190458-01 C Bag spike 0-0101-C 5000 190991-01 B Caps 9-01889-B 1500 190991 C Caps 0-0079-C 45000 190991-01 A Female caps 9-01889-A 15000 guestimate 190950-01 B Female Luer 01-0080-B 5850 guestimate 190948 A Inj sites Yellow 9-0113-A 5000 191249 A Inj sites Blue 9-0191-A 150 guestimate 190457-01 B Spike caps 9-0196-B 10000 190388-01 C Male Luer 9-0130-C 4000 guestimate 190389-01 A Female Luer 9-0131-B 5000 189344-01 Spacer 9-0128-D 1000 guestimate 49000-002 Drive screw 15000 guestimate 190468-01 B Helix tubes 0-0013-B 20 190460-05 F Tubing PVC 0-0121-F 2025 191050-01 A Female Luer 9-0187-A 5000 For ASH100 190463-02 E Luer lock 0-0130-E 5000 190704-01 D Tubing clip 0-0141-D 5000 190463-01 D Male Luer 0-0011-D 10000 191050 B 0-0082-B 10000 190507-01 C Luer lock 0-0102-C 20000 190463-01 E Interlink System Injection site 9-0191-A 6000 190950-01 B Female Luer 0-0132-B 5000 191027-01 A ? Roles 9-0121-A 12 190507-01 B Luer lock 9-0138-B 3500 1910066- A 0-0134-A 4670 01 188733-02 E Tubing PVC 0-0001-E 23599 191116-01 A Tubing PVC 9-0139-A 2500 190969-02 A Tubing PVC 0-0120-A 6500 19076 B 0-0156-B 984 ASH100 ASH100 Administration sets (10's) 010001 75 Not sterile FV501 FV501 Filter vent (20's) 010001 20 Not sterile T900 Thermostat 900 129 Ready to ship T900 Thermostat 900 21 Not complete
EXHIBIT "A" BILL OF SALE BILL OF SALE dated September 16, 2002 from John J. Mahoney (the "Seller") to LEGENDS ENTERPRISES, INC. (the Buyer"). WITNESSETH, that in exchange for good and valuable consideration, the receipt of which is hereby acknowledged by Seller, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, its successors and assigns, to have and hold forever the following personal property in which Seller has good and marketable title, free and clear of all liens and encumbrances. See Exhibit "1" attached hereto IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be signed the day and year first above written. SELLER: JOHN J. MAHONEY s/:John Mahoney ----------------------------------- BUYER: LEGENDS ENTERPRISES, INC., An Oregon corporation By: s/Thomas J. Bolera -------------------------------- Its: Pres ------------------------------- EXHIBIT "B" PROMISSORY NOTE $176,000.00 Boston, Massachusetts July 31, 2002 FOR VALUE RECEIVED, the undersigned, John J. Mahoney of Wilmot, New Hampshire (the "Buyer"), promises to pay to Meridian Medical Systems, LLC, a Massachusetts limited liability company (the "Seller"), the sum of One Hundred Seventy-Six Thousand Dollars ($176,000.00) on or before July 15, 2004, payment to be made in installments as follows: 1. Payment. (a) Eight (8) equal quarterly payments in the amount of Twenty-Two Thousand Dollars ($22,000.00) on the first (1st) day of March, June, September and December of each year, commencing on December 1st, 2002, with a final payment on September 1, 2004, of the balance then remaining. Each such payment shall be deemed to include interest at the rate of Two and 51/100 percent (2.51%) per annum, or such higher rate as shall be necessary to avoid the imputation of interest under the Internal Revenue Code of 1986, as amended. (b) Payments hereunder shall be made to Seller at c/o Dr. Kenneth L. Carr, Manager, 50 West Main Street, Suite 4, Ayer, Massachusetts 01432, or such other address as Seller may designate from time to time. 2. Prepayment. The Buyer shall have the right to prepay all or any part of the stated sum at any time or from time to time without premium or penalty. 3. Rights Under Purchase and Sale Agreement. This Note has been executed and delivered pursuant to, and shall be subject to the terms and conditions of, a certain Purchase and Sale Agreement dated July 31, 2002, by and between the Buyer and Seller (the "Agreement"). 4. Default. (a) The occurrence of any of the following events shall constitute a Default under this Note: (i) the failure by the Buyer to pay when due any payment of principal or interest herein required, which failure continues unremedied for ten (10) business days after written notice thereof from the Seller to the Buyer; (ii) a material breach by the Buyer with respect to any representation or agreement of the Buyer under the Agreement; (iii) the dissolution, liquidation, or termination of existence of the Buyer; or (iv) the making of an assignment for the benefit of creditors by, the appointment of a receiver of any part of the property of, or the filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy law or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension (which, in the case of an involuntary petition or proceeding, is not dismissed within ninety (90) days of such filing or commencement) by or against, the Buyer. (b) Upon the occurrence of a Default under this Note, the outstanding balance hereof, together with all reasonable costs of collection, including reasonable attorney's fees, shall become immediately due and payable at the option of Seller. Failure on the part of Seller to exercise said option shall not constitute a waiver of the right of Seller to exercise said option in the event of any subsequent Default. 5. Waivers. The Buyer hereby waives presentment, demand, notice of dishonor and protest, and all other formalities provided by law. The Buyer hereby agrees that no delay or omission on the part of the holder hereof in exercising any right or remedy hereunder shall constitute a waiver of such right or remedy or of any other right or remedy hereunder. 6. Governing Law. This Note shall take effect as an instrument under seal and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 7. Security. This Note is secured by a Security Agreement of even date covering the Purchased Assets as defined in the Agreement. EXECUTED under seal on the date set forth above. s/John J. Mahoney ---------------------- John J. Mahoney Signed in the presence of: s/C. Scott McCutcheon -------------------------------- 2