EXHIBIT 10.20
PNC BANK, NATIONAL ASSOCIATION
1600 Market Street
Philadelphia, PA 19103
November 16, 2001
Escalon Medical Corp.
Escalon Vascular Access, Inc.
Escalon Pharmaceutical, Inc.
Sonomed, Inc.
Escalon Digital Vision, Inc.
351 East Conestoga Road
Wayne, PA 19087
Attn: Richard J. DePiano, CEO and Chairman
RE: $2,000,000 COMMITTED LINE OF CREDIT; $7,900,000 TERM LOAN
Gentlemen:
PNC Bank, National Association (the "Bank"), Escalon Medical Corp.
("Escalon Medical" or the "Borrower"), Escalon Vascular Access, Inc., Escalon
Pharmaceutical, Inc., Sonomed, Inc. and Escalon Digital Vision, Inc.
(collectively, the "Guarantors; together with the Borrower, the "Obligors") are
parties to a letter agreement dated January 14, 2000 (as heretofore amended,
supplemented or otherwise modified, the "Existing Letter Agreement") pursuant to
which the Bank extended to the Borrower a reducing committed revolving line of
credit in the amount of $5,000,000 (the "Existing Line of Credit") and a term
loan in the amount of $7,000,000 (the "Existing Term Loan"). This letter (as
amended, supplemented or otherwise modified from time to time, this "Letter
Agreement"), and the credit facilities established hereby, shall amend and
restate the Existing Letter Agreement and the credit facilities established
thereby. As a result, on and after the date hereof, this Letter Agreement, the
Amended and Restated Notes and the Amended and Restated Security Agreements (as
each such term is defined below) shall supercede the Existing Letter Agreement
and the Notes and Security Agreements executed in connection with the Existing
Letter Agreement
Escalon Medical Corp.
November 16, 2001
Page 2
Each Guaranty and Suretyship Agreement heretofore executed by a
Guarantor in favor of the Bank (as amended, supplemented or otherwise modified
from time to time, the "Guaranty and Suretyship Agreements") shall remain in
full force and effect and is hereby reaffirmed.
Notwithstanding the preceding paragraphs, it is not the intention of
any of the parties hereto that the restructuring of the existing indebtedness
under the Existing Letter Agreement constitute a payment or discharge of such
indebtedness. Accordingly, Borrower's obligation to pay (and the Guarantors'
guaranty of) the indebtedness evidenced by this Letter Agreement and the Amended
and Restated Notes shall be accepted by the Bank in the renewal and extension of
(but not in substitution and exchange for or in payment of) the indebtedness
under the Existing Letter Agreement and the credit facilities established
thereby.
1. Line of Credit and Use of Proceeds. The first credit facility
covered by this Letter Agreement is a committed revolving line of credit under
which Borrower may request and the Bank, subject to the terms and conditions of
this Letter Agreement, will make advances to Borrower from time to time until
the Expiration Date, in an amount in the aggregate at any time outstanding not
to exceed the Applicable Credit Limit (the "Line of Credit"). The "Expiration
Date" means June 30, 2004 or such later date as may be designated by the Bank by
written notice to Borrower. "Applicable Credit Limit" means $2,000,000. Advances
under the Line of Credit shall be used for working capital and other general
corporate purposes. On the date hereof, and without the necessity of any further
action by any party, $2,000,000 of the Existing Principal Amount shall be deemed
to be advances outstanding under the Line of Credit. The "Existing Principal
Amount" means the principal amount outstanding on the date hereof under the
Existing Line of Credit and the Existing Term Loan.
2. Repayment of Line of Credit. Subject to the terms and conditions of
this Letter Agreement, Borrower may borrow, repay and reborrow under the Line of
Credit until the Expiration Date, on which date the outstanding principal
balance and any accrued but unpaid interest shall be due and payable.
3. Term Loan. The second credit facility covered by this Letter
Agreement is a $7,900,000 term loan for Borrower ("Term Loan"). On the date
hereof, and without the necessity of any further action by any party, $7,900,000
of the Existing Principal Amount shall be converted into an advance under the
Term Loan. The Term Loan shall be repaid in accordance with the terms of the
applicable Amended and Restated Note. No advances may be made under the Term
Loan after the date hereof and any principal payments on the Term Loan may not
be reborrowed.
Escalon Medical Corp.
November 16, 2001
Page 3
4. Interest Rate; Fees; Payments at Closing.
a. Interest Rate on Line of Credit. Principal outstanding
under the Line of Credit shall bear interest at a per annum rate of interest
(computed on the basis of a year of 360 days and the actual number of days
elapsed) equal to the sum of (i) the rate of interest in effect from time to
time at the Bank as its prime rate, which rate may not be the lowest interest
rate then being charged commercial borrowers by the Bank (the "Prime Rate"),
plus (ii) one and one half of one percent (1.50%). If and when the Prime Rate
changes, the rate of interest on principal of the Line of Credit will change
automatically without notice to Borrower, effective on the date of any such
change.
b. Interest Rate on Term Loan. Principal outstanding under the
Term Loan shall bear interest at a per annum rate of interest (computed on the
basis of a year of 360 days and the actual number of days elapsed) equal to the
Prime Rate plus one and three quarters of one percent (1.75%). If and when the
Prime Rate changes, the rate of interest on principal of the Term Loan will
change automatically without notice to Borrower, effective on the date of any
such change.
c. Payment of Interest. Borrower shall pay accrued interest on
the unpaid principal balance of the Line of Credit and the Term Loan monthly in
arrears.
d. Legal Rate. If, at any time, any of the aforesaid rates
shall be finally determined by any court of competent jurisdiction, governmental
agency or tribunal to exceed the maximum rate of interest permitted by any
applicable laws, then, for such time as such rate would be deemed excessive,
application thereof shall be suspended, and there shall be charged in lieu
thereof the maximum rate of interest permissible under such laws.
e. Default Rate. Upon maturity (whether by acceleration,
demand or otherwise) and, at the option of the Bank, upon the occurrence of an
Event of Default under this Letter Agreement, the documents executed pursuant
hereto and/or any Guaranty and Suretyship Agreement, then, notwithstanding
anything to the contrary contained herein, interest on the Line of Credit and
the Term Loan shall automatically, without notice or demand, increase to a rate
per annum (the "Default Rate") which is 4.00 percentage points above the
otherwise applicable rate. Interest at the Default Rate shall continue to accrue
notwithstanding the entry of any judgment hereon or on any of the Amended and
Restated Notes, and all such judgments shall bear interest at the Default Rate
provided for herein.
f. Fees. Borrower shall pay Bank:
(i) Concurrently with the execution hereof, a
facility fee of $50,000; and
(ii) On the first business day of March, June,
September and December of each year,
commencing with March 1, 2002, a facility
fee equal to .25% multiplied by the
aggregate principal
Escalon Medical Corp.
November 16, 2001
Page 4
amount outstanding under the Line of Credit
and the Term Loan on January 1 of such year.
In other words, commencing with the year
2002 and through and including 2003, there
shall be a facility fee of 1% of the
aggregate principal amount outstanding under
this Letter Agreement on January 1 of such
year, such facility fee to be paid in equal
quarterly installments on the first business
day of March, June, September and December
of such year, and, in the year 2004, there
shall be a facility fee of 0.5% of the
aggregate principal amount outstanding under
this Letter Agreement on January 1 of such
year, such facility fee to be paid in equal
installments on the first business day of
March and June of such year.
g. Payments at Closing. In addition to the $50,000 facility
fee referred to clause f(i) above, on the date hereof the Obligors shall pay to
the Bank the following:
(i) All accrued interest under the Existing Line
of Credit and the Existing Term Loan; and
(ii) The accrued legal fees and expenses of
counsel to the Bank incurred in connection
with the Existing Letter Agreement and this
Letter Agreement, such fees (exclusive of
expenses) not to exceed $19,700.
5. Amended and Restated Notes. The obligations of Borrower to repay the
Line of Credit and the Term Loan shall be evidenced by amended and restated
promissory notes (as amended, supplemented or otherwise modified from time to
time, collectively, the "Amended and Restated Notes") in form and content
satisfactory to the Bank.
6. Security; Other Conditions. Borrower shall cause the following to be
executed, where appropriate, and delivered to the Bank in form and content
satisfactory to the Bank:
a. Amended and restated security agreements (as amended,
supplemented or otherwise modified from time to time,
each an "Amended and Restated Security Agreement") by
which each Obligor grants to the Bank a perfected
first lien (other than Permitted Liens as defined
below) on such Obligor's existing and future personal
property, including accounts, inventory, equipment,
investment property, general intangibles, chattel
paper, documents, instruments, patents, trademarks
and copyrights;
b. One or more pledge agreements (as amended,
supplemented or otherwise modified from time to time,
each a "Pledge Agreement") pursuant to which the Bank
shall be granted a first priority lien on (i) the
Escalon Medical Corp.
November 16, 2001
Page 5
stock of each of the Guarantors and (ii) all stock of
IntraLase, Inc. ("IntraLase") owned by an Obligor;
and
c. An acknowledgment by each Guarantor that the Guaranty
and Suretyship Agreement previously executed by such
Guarantor remains in full force and effect and covers
the facilities provided herein (as amended,
supplemented or otherwise modified from time to time,
the "Acknowledgments").
7. Stock Warrants. On the date hereof, Borrower shall execute and
deliver to the Bank a Warrant Agreement in form and content satisfactory to the
Bank, entitling the Bank to purchase from Borrower 60,000 number of shares of
common stock of the Borrower on the terms provided therein (as amended,
supplemented or otherwise modified from time to time, the "Warrant Agreement").
8. Mandatory Prepayments.
a. Simultaneously with the closing of any Asset Sale by
an Obligor, such Obligor shall pay to the Bank
seventy five percent (75%) (or such other percentage
as the Bank and the Borrower shall agree at the time
of any such sale) of the net proceeds from such Asset
Sale; provided that, in each calendar year the
Obligors shall not be required (unless an Event of
Default shall exist) to make any prepayments pursuant
to this Paragraph 8(a) until the net proceeds in the
aggregate from Asset Sales in such year (including
with respect to calendar year 2001, any such net
proceeds received between the beginning of such year
and the date of this Letter Agreement) shall equal or
exceed $25,000, whereupon the amount of net proceeds
that must be paid to the Bank pursuant to this
Paragraph 8(a) shall equal 75% (or such other
percentage as the Bank and the Borrower shall agree)
of all net proceeds in such year in excess of
$25,000. As used herein, the term "Asset Sale" means
any sale, lease, transfer or other disposition of
assets (each referred to for the purposes of this
definition as a "disposition") by an Obligor (other
than a disposition by an Obligor to a different
Obligor), other than (i) dispositions of inventory in
the ordinary course of business and (ii) dispositions
of surplus or obsolete inventory or equipment in the
ordinary course of business.
b. Any prepayments made to the Bank pursuant to this
Paragraph 8 shall, unless otherwise designated by the
Bank in its sole discretion, be applied first to the
principal of the Term Loan in the inverse order of
maturity, until the Term Loan is paid in full, and
second to the principal of the Line of Credit. The
Applicable Credit Limit shall be reduced by an amount
equal to the amount of any such payments on the Line
of Credit pursuant to this Paragraph 8.
Escalon Medical Corp.
November 16, 2001
Page 6
c. Nothing herein shall be or be deemed to be a consent
by the Bank to any Asset Sale, it being understood
and agreed that the consent of the Bank is still
required for any such Asset Sale.
9. Covenants. Unless the Bank provides its prior written consent to the
contrary, or until payment in full and termination of the Line of Credit and the
Term Loan:
a. No Obligor will make or permit any change in the
nature of its business from the development,
marketing and distribution of medical services,
devices and pharmaceuticals or cause or permit any
change in the present management position and
responsibilities of Richard J. DePiano.
b. Borrower will deliver to the Bank:
(i) Borrower's Financial Statements for its
fiscal year, within 120 days after fiscal
year end, audited by a certified public
accountant reasonably acceptable to the Bank
(Bank hereby acknowledging that Borrower's
present accounting firm is acceptable),
together with a copy of Borrower's SEC Form
10-K filing.
(ii) Borrower's Financial Statements for each
fiscal quarter, within 60 days after fiscal
quarter end, together with year-to-date and
comparative figures for the corresponding
periods of the prior year, certified as true
and correct by its chief financial officer,
together with a copy of Borrower's SEC Form
10-Q filing.
(iii) With each delivery of Financial Statements,
(A) Borrower's chief financial officer shall
also deliver a certificate as to Borrower's
compliance with the financial covenants set
forth herein for the period then ended and
whether any Event of Default (as defined in
the Amended and Restated Notes) exists, and,
if so, the nature thereof and the corrective
measures Borrower proposes to take; and (B)
Borrower will deliver to the Bank any
management letters issued by the accounting
firm which prepared said annual audited
statements.
(iv) Promptly after receipt by any Obligor, any
financial statements of IntraLase as and
when received by such Obligor.
(v) Budgets and forecasts and such other
financial information as the Bank may from
time to time reasonably request.
"Financial Statements" means the balance sheet and statements of income and cash
flows for Borrower and its consolidated subsidiaries prepared in accordance with
generally accepted
Escalon Medical Corp.
November 16, 2001
Page 7
accounting principles in effect from time to time ("GAAP") applied on a
consistent basis (subject in the case of interim statements to normal year-end
adjustments).
c. Borrower and all other Obligors (herein, the "Test
Group") will maintain on a consolidated basis the
following financial covenants as of the end of each
fiscal quarter commencing June 30, 2001:
(i) a ratio of (a) EBITDA (meaning pre-tax
earnings calculated without regard to any
gain or loss which is classified as
"extraordinary" in accordance with GAAP plus
depreciation, amortization and other
non-cash charges plus interest expense minus
the sum of dividends and Unfunded Capital
Expenditures) to (b) Current Maturities plus
interest expense plus tax expense, of not
less than 1.05 to 1.00, all determined for
the four fiscal quarters then ending. For
these purposes (A) "Unfunded Capital
Expenditures" means capital expenditures
made from other than funds borrowed for the
purpose of making such capital expenditures,
(B) "Current Maturities" means the current
principal maturities of long term debt
(including capital lease obligations) as
well as any prepayments thereof and (without
duplication) any principal payments on
account of Subordinated Debt, but
specifically excluding the principal balance
of the Line of Credit, and (C) "Subordinated
Debt" means indebtedness of Obligors for
borrowed money the repayment of which is
subordinated to all of Obligors'
indebtedness and liabilities to Bank
pursuant to a written subordination
agreement executed and delivered to and in
form and substance satisfactory to Bank;
(ii) net worth (assets minus liabilities per
GAAP) of not less than $5,300,000;
(iii) a ratio of Total Senior Indebtedness to
EBITDA of not more than 5.00 to 1.00 for the
period June 30, 2001 through and including
June 30, 2002 and 4.00 to 1.00 thereafter,
all determined for the four fiscal quarters
then ending. For these purposes, "Total
Senior Indebtedness" means all indebtedness
for borrowed money (including capitalized
lease obligations), including guaranties
thereof and including the face amount of
letters of credit issued for the account of
or guaranteed by an Obligor;
d. No Obligor will create, assume, incur or suffer to
exist any mortgage, pledge, encumbrance, security
interest, lien or charge of any kind upon any of its
property, now owned or hereafter acquired, or acquire
or agree to acquire any kind of property under
conditional sales or other title
Escalon Medical Corp.
November 16, 2001
Page 8
retention agreements, provided, however, that the
foregoing restrictions shall not include the
following (herein, "Permitted Liens"):
(i) liens for taxes, assessments or governmental
charges or levies which shall not at the
time be due and payable or can thereafter be
paid without penalty or are being contested
in good faith by appropriate proceedings
diligently conducted and with respect to
which it has created adequate reserves;
(ii) pledges or deposits to secure obligations
under workers' compensation laws or similar
legislation;
(iii) liens or security interests in favor of the
Bank;
(iv) liens in respect of property or assets of
Obligors which are incurred by law, which
were incurred in the ordinary course of
business and do not secure indebtedness for
borrowed money, such as carriers',
warehousemen's, materialmen's, mechanics and
similar liens and which do materially
detract from the value of the Obligors'
assets or property or materially impair the
use thereof in the Obligors' operation of
its business; and
(v) Purchase money security interests (including
capital leases) in equipment granted to the
vendor or financier thereof, provided that
the indebtedness secured thereby shall not
exceed $100,000 in the aggregate at any time
outstanding.
e. No Obligor will create, incur, guarantee, endorse
(except endorsements in the course of collection),
assume or suffer to exist any indebtedness, except
(i) indebtedness to the Bank, (ii) open account trade
debt incurred in the ordinary course of business and
not past due, (iii) Subordinated Debt, (iv) purchase
money debt for the acquisition of equipment,
including capitalized lease obligations, limited to
the purchase price thereof and not in excess of
$100,000 in principal amount at any time outstanding
in the aggregate and (v) indebtedness to Radiance
Medical Systems, Inc. incurred prior to the date
hereof in an aggregate principal amount not exceeding
$1,367,558 pursuant to those two certain notes each
dated February 28, 2001 in the amounts of $64,884 and
$717,558, respectively.
f. No Obligor will liquidate, merge or consolidate with
any person, firm, corporation or other entity, or
sell, lease, transfer or otherwise dispose of all or
any part of its property or assets, whether now owned
or hereafter acquired, other than sale of inventory
in the ordinary course of business and disposition of
equipment for obsolescence.
Escalon Medical Corp.
November 16, 2001
Page 9
g. No Obligor will make acquisitions of all or
substantially all of the property or assets or stock
of any person, firm, corporation or other entity;
h. No Obligor will make or have outstanding any loans or
advances to or otherwise extend credit to or make any
investment in any person, firm or corporation, except
for trade credit in the ordinary course of business
and except for (i) loans, advances or investments in
another Obligor, (ii) investments in Escalon Medical
Imaging, LLC in an aggregate amount not to exceed
$650,000, (iii) loans and advances to employees and
consultants in the ordinary course of business in
amount not to exceed $15,000 to any one such employee
or consultant, (iv) the loan made by the Borrower to
Sohrab Darougar, M.D. on or about May 27, 1997 in the
principal amount of $150,000, which loan is due in
2005 and (v) other loans, advances or investments in
an amount not to exceed $50,000 for any one such
loan, advance or investment and $100,000 for all such
other loans, advances and investments in the
aggregate. It is understood and agreed that an
Obligor's capitalization of costs and expenses
relating to intellectual property owned by such
Obligor shall not be deemed to be an "investment" by
such Obligor for purposes of this clause (h);
i. Each Obligor will maintain complete and accurate
books and records and will permit access by Bank
during business hours to such books and records and
will permit Bank to inspect its properties and
operations. Bank may at any time and from time to
time on reasonable notice (or, if an Event of Default
has occurred and is continuing, without prior notice)
to Obligors, audit and conduct examinations of
Obligors' books and records and accounts receivable
and make abstracts and copies thereof, and, if an
Event of Default has occurred, Borrower shall
reimburse Bank for Bank's costs and expenses for each
such audit;
j. No Obligor will, directly or indirectly, pay any cash
dividends on account of or repurchase any of its
capital stock, except that a Guarantor may pay cash
dividends to another Guarantor or the Borrower;
k. Obligors will not make capital expenditures in excess
of $250,000 per fiscal year in the aggregate; and
l. No Obligor will form any subsidiary without the prior
written consent of Bank. If such consent is granted,
the Borrower will cause any such new subsidiary to,
at the cost of the Borrower, (i) execute and deliver
to the Bank a Guaranty and Suretyship Agreement in a
form similar to that previously executed by the
Guarantors, (ii) execute a Security Agreement
(including intellectual property riders) similar to
those executed on the date hereof by the Guarantors
and (iii) cause to be delivered to the Bank an
opinion from a law firm reasonably acceptable to the
Bank, such
Escalon Medical Corp.
November 16, 2001
Page 10
opinion to be in form and substance reasonably
acceptable to the Bank and to be substantially
similar to the opinion delivered on the date hereof
by counsel to the Borrower. In addition, the stock of
any such new subsidiary shall be pledged to the Bank
pursuant to documentation reasonably acceptable to
the Bank and the certificates representing such stock
shall be delivered to the Bank with appropriate stock
powers.
10. Representations and Warranties. On the date hereof, to induce the
Bank to restructure the indebtedness under the Existing Letter Agreement on the
terms hereof, and on the date of any advance to Borrower under the Line of
Credit is made, each Obligor represents and warrants to Bank that, except as
otherwise set forth on Schedule I hereto:
a. Borrower's latest financial statements provided to
the Bank are complete and accurate in all material
respects and fairly present the financial condition,
and the results of the Borrower's operations for the
period specified therein. The Borrower's financial
statements have been prepared in a manner
consistently applied from period to period subject in
the case of interim statements to normal year-end
adjustments. Since the date of the latest financial
statements provided to the Bank, no Obligor has
suffered any damage, destruction or loss which has
materially adversely affected its business, assets,
operations, financial condition or results of
operations.
b. There are no actions, suits, proceedings or
governmental investigations pending or, to the
knowledge of Borrower, threatened against any Obligor
which could result in a material adverse change in
its business, assets, operations, financial condition
or results of operations and there is no basis known
to Borrower or to Richard J. DePiano for any such
action, suit, proceedings or investigation.
c. To the knowledge of the Obligors, each Obligor has
filed all returns and reports that are required to be
filed by it in connection with any United States
federal, state or local tax, duty or charge levied,
assessed or imposed upon any Obligor or its property,
including unemployment, social security and similar
taxes and all of such taxes have been either paid or
adequate reserve or other provision has been made
therefor.
d. Each Obligor is duly organized, validly existing and
in good standing under the laws of the state of its
incorporation or organization and has the power and
authority to own and operate its assets and to
conduct its business as now or proposed to be carried
on, and, to the knowledge of the Obligors, is duly
qualified, licensed and in good standing to do
business where its ownership of property or the
nature of its business requires such qualification or
licensing.
Escalon Medical Corp.
November 16, 2001
Page 11
e. Each Obligor has full power and authority to enter
into the transactions provided for in this Letter
Agreement and has been duly authorized to do so by
all necessary and appropriate action and when
executed and delivered by the Obligors, this Letter
Agreement and the other loan documents executed and
delivered pursuant hereto will constitute, and the
Guaranty and Suretyship Agreements previously
executed by the Guarantors constitute, the legal,
valid and binding obligations of each Obligor party
thereto, enforceable in accordance with their terms.
f. There does not exist any default or violation by any
Obligor of or under any of the terms, conditions or
obligations of (i) its organizational documents; (ii)
any indenture, mortgage, deed of trust, franchise,
permit, contract, agreement, or other instrument to
which it is a party or by which it is bound; or (iii)
any law, regulation, ruling, order, injunction,
decree, condition or other requirement applicable to
or imposed upon any Obligor by any law or by any
governmental authority, court or agency.
g. Borrower has no direct or indirect subsidiaries other
than the Guarantors and is not a subsidiary of any
other entity. Each Guarantor is a direct wholly-owned
subsidiary of the Borrower.
h. On November 7, 2001, (i) Escalon Medical Corp. merged
into Escalon Pennsylvania, Inc. which was a
wholly-owned subsidiary of Escalon Medical Corp. and
(ii) Escalon Pennsylvania, Inc. changed its name to
Escalon Medical Corp.
11. Depository. Obligors will establish and maintain at the Bank the
Obligors' primary depository accounts.
12. Additional Provisions. Borrower and the other Obligors agree
simultaneously herewith to sign and deliver to the Bank the Amended and Restated
Notes, the Amended and Restated Security Agreements, the Pledge Agreements, the
Acknowledgements, the Disclosures for Confession of Judgment, the Warrant
Agreement and such other instruments and documents as the Bank may reasonably
request, such as certified resolutions, incumbency certificates or other
evidence of authority. The Bank will not be obligated to make any advance under
the Line of Credit if any Event of Default (as defined in any Amended and
Restated Note) or event which with the passage of time, provision of notice or
both would constitute an Event of Default under an Amended and Restated Note
shall have occurred.
This Letter Agreement is governed by the laws of the Commonwealth of
Pennsylvania. No modification or waiver of any of the terms of this Letter
Agreement will be valid and binding unless agreed to in writing by the Bank.
When executed and delivered by the parties hereto, this Letter Agreement and the
other documents executed in connection herewith will constitute the entire
agreement between the Bank and Obligors concerning the Line of Credit and the
Term Loan and shall replace all prior understandings, statements, negotiations
and written materials
Escalon Medical Corp.
November 16, 2001
Page 12
relating to the Line of Credit and the Term Loan; provided that, the Guaranty
and Suretyship Agreements shall remain in full force and effect in accordance
with their terms as modified by the second paragraph of this Letter Agreement.
To accept these terms, please sign this Letter Agreement as set forth below.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By: Frank P. Devine
-------------------------------
Escalon Medical Corp.
November 16, 2001
Page 13
ACCEPTANCE
With the intent to be legally bound hereby, the above terms and conditions are
hereby agreed to and accepted this 16th day of November, 2001.
ESCALON MEDICAL CORP.
By: Richard J. DePiano
-----------------------------
Title: CEO
--------------------------
ESCALON VASCULAR ACCESS, INC.
By: Richard J. DePiano
-----------------------------
Title: CEO
--------------------------
ESCALON PHARMACEUTICAL, INC.
By: Richard J. DePiano
-----------------------------
Title: CEO
--------------------------
SONOMED, INC.
By: Richard J. DePiano
-----------------------------
Title: CEO
--------------------------
ESCALON DIGITAL VISION, INC.
By: Richard J. DePiano
-----------------------------
Title: CEO
--------------------------