EXHIBIT 10.73
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ivp
technology
June 16, 2003
Mr. Thomas S. Rohrer
SCI Healthcare Group, Inc.
8510 Egret Lakes Lane
West Palm Beach, FL 33412
LETTER OF INTENT
The intent of this letter ("letter") is to summarize recent discussions
between the management of SCI Healthcare Group, Inc. ("SCI" or "Vendor") and IVP
Technology Corporation ("IVP") together (the "Parties") with respect to IVP's
proposal to acquire substantially all of the assets (excluding cash and cash
equivalents) and service agreements for the Lindsay Division of SCI consulting
business - for ease of use ("Newco"). Therefore, the principal purpose of this
letter is to document the terms, in general, under which the transaction would
take place subject to due diligence on the part of the Parties, the approval of
the Parties' board of directors; approval of Cornell Capital Partners LP within
twenty (20) days from the date of this letter and approval from any regulatory
agency in the United States that may have a regulatory-interest in the proposed
transaction.
It is understood by both parties that in the preparation of legal
agreements that will give effect to this transaction certain arrangements to
maximize the tax benefit or other benefits to both parties may need to be
undertaken. Each of IVP and NEWCO will undertake to accommodate each other's
requirements to the fullest extent possible provided however that neither
company will knowingly fail to comply with any regulation or statute in the US.
PRINCIPAL TERMS AND CONDITIONS
The principal terms and conditions for the proposed purchase of 100% of the
assets
An equivalent number of shares equal to USD 200,000, based on the average
closing bid price of IVP Technology Corporation shares thirty (30) days prior to
and two days following the date of closing ("IVP Shares"). At the time of
closing the shares will be restricted from trading by rule 144 for a period of
one year from date of issuance. If IVP registers any Shares within the one (1)
year period immediately after Closing, then it shall include the IVP Shares in
the registration thereby shortening the holding period.
A cash payment of USD 200,000 US dollars at Closing:
o Non-compete agreements signed by all employees restricting certain
competitive activities for a period of one (1) year
o Retention agreements signed for and with all employees
o Assignment of all material contracts with suppliers and customers or
other acceptable assurance of business continuity
o Retention of Mr. Thomas Rohrer as commission only salesperson on a
non-exclusive basis
o Assignment and retention of all material strategic partnership or
reseller/integration agreements with ISV's or other suppliers/referral
or other business component
o SCI to provide a copy of web based resume system for use by NEWCO in "AS
IS" condition and a copy of the contact management data base
Ms. Rhonda Lindsay to be appointed as GM of NEWCO and to be provided with a
3 year employment contract which will detail performance criteria for which she
will be entitled to earn shares in IVP Technology.
II. LOCK UP AND CONFIDENTIALITY
It is hereby expressly agreed that SCI and any of its shareholders,
managers or advisors will not engage in a process of seeking any other buyer
until the earlier of July 31, 2003 or cessation of negotiations. SCI also
undertakes to refrain from discussing the potential acquisition with any of
IVP's competitors except as agreed to by IVP for said period.
If IVP and SCI have not completed the acquisition by August 30, 2003 then
this letter of intent shall terminate, with the exception of the confidentiality
provisions, non-solicitation provisions.
III. ASSUMED CLOSING DATE:
August 30, 2003
IV. CONDITIONS:
The purchase of SCI shall be subject to due diligence by both parties and
their respective agents, the approval of the Parties' board of directors,
Cornell Capital Partners LLP, within thirty (30) days from the date of this
letter the US SEC authorities and shareholders if applicable and subject to
counsel input from both IVP and SCI's legal and accounting advisors.
SHARES. The common shares provided as partial consideration in this
transaction will be subject to rule 144 of the SEC.:
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EMPLOYMENT OF EXISTING EMPLOYEES. IVP will offer 24 month employment
agreements to all existing employees of NEWCO on terms equal to those in
existence at SCI. Employment will commence on the closing date.
CONFIDENTIALITY. IVP and SCI will undertake to use every effort to maintain
the confidential nature of the proposed transaction pending mutual agreement as
to any announcement and the terms of the existing Non-Disclosure Agreement dated
May 23, 2003 shall remain in full force and effect. It is acknowledged that IVP
may have to disclose the pending purchase as a result of SEC requirements. If
disclosure is required, the parties will make a joint announcement approved by
both parties and their respective counsel. IVP further undertakes not to
initiate any conversations or contacts with competitors prior to closing the
acquisition of NEWCO.
LITIGATION. To the best of knowledge of IVP and SCI, there is no action,
claim or demand or other proceedings pending or threatened before any court or
other administrative agency, which would materially and adversely affect SCI or
IVP.
CONDUCT. An undertaking by SCI that, pending the closing of the transaction
contemplated herein, SCI shall have conducted Lindsay Division business only in
the ordinary course and there shall have occurred no material adverse change to
SCI's Lindsay Division business or activities.
DEFINITIVE DOCUMENTATION. It is understood that consummation of the
transaction contemplated herein will be subject to-the preparation; execution
and delivery of a purchase and sale agreement and such other documentation as
may be deemed appropriate (the "Agreement") by legal and accounting counsel to
IVP and SCI. Accordingly, this letter with the exception of the confidentiality
and nonsolicitation provisions shall be a non-binding expressions of intent.
APPLICABLE LAW. The Agreement to be consummated to give effect to the
transaction herein shall be governed by and construed and interpreted in
accordance with the laws of the State of New Jersey and any actions with regard
thereto shall be brought only within the Federal or state courts within the
State of New Jersey. As IVP is a public corporation traded on a recognized stock
market in the United States and is a reporting entity within the United States
of America in case of difference in the regulatory treatment of financial,
securities and accounting matters the laws and regulations of the US shall
apply.
NON-SOLICITATION. IVP agrees on behalf of itself and all its affiliates not
to solicit or hire any employees of SCI during the period of negotiations and
one (1) year thereafter with the exception of those employees solicited and/or
hired at the time of Closing. In addition, IVP agrees during the period of
negotiations and one (1) year thereafter not to solicit the business of any
client of SCI it learned about or was provided confidential information about
during negotiations or the due diligence procedure.
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ALL NOTICES under this Letter should be sent to:
IVP TECHNOLOGY CORPORATION at: Brian J. MacDonald,
President and CEO
2275 Lakeshore Boulevard West
Suite 401,
Toronto, Ontario M8V 3Y3
SCI HEALTHCARE GROUP INC. Mr. Tom Rohrer
Executive Vice President
8510 Egrets Lake Lane
West Palm Beach, Florida 33412
With a copy to:
Marc D. Freedman
Freedman & Gersten, LLP
777 Terrace Avenue-Fifth Floor
Hasbrouck Heights, NJ 07604
Dated this 26th day of June 2003.
EXPENSES: Each party shall bear its own expenses and attorneys' fees in
connection with the preparation of this letter and the negotiation of the
contemplated transaction.
EXECUTED:
IVP Technology Corporation SCI Healthcare Group Inc.
/S/ PETER HAMILTON /S/ THOMAS S. ROHRER
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/S/ EXECUTIVE VICE PRESIDENT /S/ EXECUTIVE VICE PRESIDENT
/S/ PETER HAMILTON /S/ THOMAS ROHRER
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