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EXHIBIT 10.14
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase agreement is made this 13th day
of
January, 2005, between Nicholas J. Sconzo
of 210 A Meadowlands Parkway,
Secaucus, New Jersey 07094 (the "Seller"),
and U.S. MedSys Corp., of 411 Route
17 South, Hasbrouck Heights, New Jersey
07604 (the "Purchaser").
RECITALS
A. The Seller is the record owner and holder of 85% of the
outstanding
Membership Interest in PMC Ocular Network
LLC (the "Company"), a New Jersey
Limited Liability Company.
B. The Purchaser desires to purchase a majority of the
outstanding
Membership Interest in the Company from
Seller and Seller desires to sell such
to the Purchaser, upon the terms and
subject to the conditions set forth in this
agreement.
In consideration of the matters described above, and of the
mutual
benefits and obligations set forth in this
agreement, the parties agree as
follows:
SECTION ONE
PURCHASE AND SALE
Subject to the terms and conditions set forth below, at the closing
of
the transaction contemplated by this
agreement, Seller shall sell, convey,
transfer, and deliver to Purchaser a
portion of Seller's Membership Interest in
the Company equal to a 51% Membership
Interest in the Company. As a result, the
Seller shall own a 34% Membership Interest
in the Company and the Purchaser
shall own a 51% Membership Interest in the
Company.
The closing of the transactions contemplated by this agreement
(the
"Closing"), shall be held at 411 Route 17
South, Hasbrouck Heights, New Jersey,
on January 13, 2005 at 8:00 a.m., or such
other place, date and time as the
parties to this agreement may otherwise
agree.
SECTION TWO
PAYMENT
As consideration for the purchase and sale of the 51%
Membership
interest, Purchaser shall pay to Seller an
aggregate of $400,000, in the
following manner:
The deposit of $250,000 that was delivered to Seller in December
2004
shall apply be applied to the total
purchase price on the date of Closing.
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The balance of $150,000 shall be paid to Seller on the date that
the
Company files an application with the New
Jersey Department of Health and Senior
Services for approval as an Organized
Delivery System.
SECTION THREE
OPTION
A. After Closing, the Purchaser will have a controlling interest in
the
Company , and the Company will be a
majority-owned subsidiary of Purchaser. The
Seller shall remain continue to serve as
the Managing Member.
B. So long as the Purchaser maintains its controlling interest,
the
Purchaser may increase its Membership
Interest in 6% increments, up to an
additional 24% Membership Interest, in
exchange for $250,000 for each 6%
Membership Interest. In the event that the
Purchase elects to exercise this
option, then for each 6% increment
Purchaser elects to acquire, the Seller shall
return to the Company a portion of Seller's
Membership Interest equal to 6%, and
the Company shall transfer the 6% interest
to the Purchaser in exchange for
$250,000. Any and all such amounts paid by
the Purchaser shall inure to the
benefit of the Company, not the Seller, and
shall be accounted for by the
Company in accordance with the procedures
set forth in the Company's Operating
Agreement (defined in Section 4, Part B,
below).
SECTION FOUR
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller warrants and represents:
A. ORGANIZATION A
