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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 AND
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