Exhibit 10.36
SECOND AMENDED OPTION TO PURCHASE STOCK AGREEMENT
This Agreement ("Agreement") is entered into this date, is by and among
BioLynx.Com, Inc., a Texas corporation and ("Purchaser"), BioLynx Outsource
Services, Inc., a Texas corporation ("Corporation"), and United Capital
Investment Group, Inc. ("Seller").
WHEREAS, the Corporation presently has outstanding a single class of common
stock ("Shares"), of which 1,000 Shares have been issued to Seller; and
WHEREAS, said Shares are the only issued and outstanding capital stock of
the Corporation; and
WHEREAS, Purchaser desires an option to purchase from Seller and Seller
desires to grant Purchaser an option to purchase all of the Shares owned by
Seller on the terms and subject to the conditions set forth herein.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Purchase of Shares.
1.1 Purchase of Shares. Subject to the terms and conditions set forth
herein, at the Closing (as defined below) Seller will sell all of the Shares
owned by Seller to Purchaser and Purchaser will purchase all of the Shares owned
by Seller from Seller, said Shares constituting one hundred percent (100%) of
all of the issued and outstanding capital stock of the Corporation as of the
Closing.
1.2 Purchase Price. As the purchase price, Purchaser will issue Seller
1,446,347.76 shares of Convertible Preferred Stock of Purchaser, with a
liquidation privilege equal to its face amount, bearing an eight percent (8%)
non-cumulative dividend (the "Preferred Stock"). The Preferred Stock will, at
the option of the holder of the stock, be convertible into Common Stock of the
Corporation at the recited amount for the liquidation privilege, together with
any declared but unpaid dividend, divided by $3.30 per share of common stock.
1.3 Closing Date. The Closing Date of this Agreement shall be December 31,
1999.
Section 2. Representations and Warranties of the Corporation and Seller. As
a material inducement to Purchaser to enter into this Agreement and purchase the
Shares, Seller and the Corporation, jointly and severally, represent and warrant
that:
2.1 Organization and Corporate Power. The Corporation is a corporation
duly incorporated and validly existing under the laws of the state of Texas and
the Corporation is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify. The
Corporation has all requisite corporate power and authority and all material
licenses, permits, and authorizations necessary to own and operate its
properties and to carry on its business as now conducted. The copies of the
Corporation's charter documents and bylaws have been furnished to Purchaser's
counsel reflect all amendments made thereto at any time prior to the date of
this Agreement and are correct and complete.
2.2 Capital Stock and Related Matters. The authorized capital stock of the
Corporation consists of 3,000,000 shares of preferred stock and 20,000,000
shares of common stock, 1,000 of which are issued and outstanding and are owned,
beneficially and of record, by Seller and no other stock of the Corporation is
issued and outstanding. The Corporation does not have outstanding and has not
agreed, orally or in writing, to issue any stock or securities convertible or
exchangeable for any shares of its stock, nor does it have outstanding nor has
it agreed, orally or in writing, to issue any options or rights to purchase or
otherwise acquire its stock. The Corporation is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its stock. The Corporation has not violated any applicable securities
laws or regulations in connection with the offer or sale of its securities other
than violations that have been, or will before the Closing have been, corrected
by post-issuance filings. All of the outstanding shares of the Corporation's
capital stock are validly issued, fully paid, and non-assessable. Seller has,
and
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upon purchase thereof pursuant to the terms of this Agreement Purchaser will
have, good and marketable title to the Shares, free and clear of all security
interests, liens, encumbrances, or other restrictions or claims, subject only to
restrictions as to marketability imposed by securities laws. Assuming that the
representations in Section 3.6 are true and correct, neither Seller nor the
Corporation has violated or will violate any applicable securities laws in
connection with the offer or sale of the Shares to Purchaser hereunder.
2.3 Subsidiaries. The Corporation does not own or hold any rights to
acquire any shares of stock or any other security or interest in any other
corporation or entity.
2.4 Conduct of Business; Liabilities. The Corporation is not in default
under, and no condition exists that with notice or lapse of time would
constitute a default of the Corporation under (i) any mortgage, loan agreement,
evidence of indebtedness, or other instrument evidencing borrowed money to which
the Corporation is a party or by which the Corporation or the properties of the
Corporation are bound or (ii) any judgment, order, or injunction of any court,
arbitrator, or governmental agency that would reasonably be expected to affect
materially and adversely the business, financial condition, or results of
operations of the Corporation taken as a whole.
2.5 Financial Statements. The audited balance sheet and income statement of
the Corporation as of July 31, 1999, and the income statement for the period
ending July 31, 1999, (collectively the "July 31, 1999 Financial Statements"),
fairly presents the financial position of the Corporation as at July 31, 1999,
and has been prepared in accordance with generally accepted accounting
principles, consistently applied, and in a manner substantially consistent with
prior financial statements of the Corporation. Except as contemplated by or
permitted under this Agreement, there are no adjustments that would be required
on review of the July 31, 1999 Financial Statements that would, individually or
in the aggregate, have a material negative effect upon the Corporation's
reported financial condition.
2.6 No Undisclosed Liabilities. Except for liabilities and obligations
incurred in the ordinary course of business since July 31, 1999 ("Statement
Date"), neither the Corporation nor any of the property of the Corporation is
subject to any material liability or obligation that was required to be included
or adequately reserved against in the July 31, 1999 Financial Statements or
described in the notes thereto and was not so included, reserved against, or
described.
2.7 Absence of Certain Changes. Except as contemplated or permitted by this
Agreement, since the Statement Date there has not been:
2.7.1 Any material adverse change in the business, financial condition,
operations, or assets of the Corporation;
2.7.2 Any damage, destruction, or loss, whether covered by insurance or
not materially adversely affecting the properties or business of the
Corporation;
2.7.3 Any sale or transfer by the Corporation of any tangible or
intangible asset other than in the ordinary course of business, any
mortgage or pledge or the creation of any security interest, lien, or
encumbrance on any such asset, or any lease of property, including
equipment, other than tax liens with respect to taxes not yet due and
contract rights of customers in inventory;
2.7.4 Any declaration, setting aside, or payment of a distribution in
respect of or the redemption or other repurchase by the Corporation of any
stock of the Corporation;
2.7.5 Any material transaction not in the ordinary course of business
of the Corporation;
2.7.6 The lapse of any material trademark, assumed name, trade name,
service mark, copyright, or license or any application with respect to the
foregoing;
2.7.7 The grant of any increase in the compensation of officers or
employees (including any such increase pursuant to any bonus, pension,
profit-sharing, or other plan) other than customary increases on a periodic
basis or required by agreement or understanding in the ordinary course of
business and in accordance with past practice;
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2.7.8 The discharge or satisfaction of any material lien or encumbrance
or the payment of any material liability other than current liabilities in
the ordinary course of business;
2.7.9 The making of any material loan, advance, or guaranty to or for
the benefit of any person except the creation of accounts receivable in the
ordinary course of business; or
2.7.10 An agreement to do any of the foregoing.
2.8 Title and Related Matters. The Corporation has good and marketable
title to all of its property, real and personal, and other assets included in
the July 31, 1999 Financial Statements (except properties and assets sold or
otherwise disposed of subsequent to the Statement Date in the ordinary course of
business or as contemplated in this Agreement), free and clear of all security
interests, mortgages, liens, pledges, charges, claims, or encumbrances of any
kind or character, except (i) statutory liens for property taxes not yet
delinquent or payable subsequent to the date of this Agreement and statutory or
common law liens securing the payment or performance of any obligation of the
Corporation, the payment or performance of which is not delinquent, or that is
payable without interest or penalty subsequent to the date on which this
representation is given, or the validity of which is being contested in good
faith by the Corporation; (ii) the rights of customers of the Corporation with
respect to inventory under orders or contracts entered into by the Corporation
in the ordinary course of business; (iii) claims, easements, liens, and other
encumbrances of record pursuant to filings under real property recording
statutes; and (iv) as described in the Unaudited Statements or the notes
thereto.
2.9 Litigation. There are no material actions, suits, proceedings, orders,
investigations, or claims pending or, to the best of Seller's and the
Corporation's knowledge, overtly threatened against the Corporation or any
property of either, at law or in equity, or before or by any governmental
department, commission, board, bureau, agency, or instrumentality; the
Corporation is not subject to any arbitration proceedings under collective
bargaining agreements or otherwise or, to the best of Seller's and the
Corporation's knowledge, any governmental investigations or inquiries; and, to
the best knowledge of Seller's and the directors and responsible officers of the
Corporation, there is no basis for any of the foregoing.
2.10 Tax Matters. The Corporation has prepared in a substantially correct
manner and has filed all federal, state, local, and foreign tax returns and
reports heretofore required to be filed by them and have paid all taxes shown as
due thereon; and (ii) no taxing authority has asserted any deficiency in the
payment of any tax or informed the Corporation that it intends to assert any
such deficiency or to make any audit or other investigation of the Corporation
for the purpose of determining whether such a deficiency should be asserted
against the Corporation.
2.11 Compliance with Laws. To the best of Seller's knowledge, the
Corporation is, in the conduct of its business, in substantial compliance with
all laws, statutes, ordinances, regulations, orders, judgments, or decrees
applicable to them, the enforcement of which, if the Corporation was not in
compliance therewith, would have a materially adverse effect on the business of
the Corporation, taken as a whole. Neither the Seller nor the Corporation have
received any notice of any asserted present or past failure by the Corporation
to comply with such laws, statutes, ordinances, regulations, orders, judgments,
or decrees.
2.12 No Brokers. There are no claims for brokerage commissions, finders'
fees, or similar compensation in connection with the purchase based on any
arrangement or agreement binding upon any of the parties hereto.
2.13 Insurance. The Corporation maintains insurance policies with respect
to its assets, and businesses, and each such policy is in full force and effect.
The Corporation is not in material default with respect to its obligations under
any such policy maintained by it. Neither Seller nor the Corporation have been
notified of the cancellation of any of the insurance policies or of any material
increase in the premiums to be charged for such insurance policies.
2.14 Employees and Labor Relations Matters. As provided in this Agreement:
2.14.1 Neither Seller nor the Corporation is aware that any executive
or key employee of the Corporation or any group of employees of the
Corporation has any plans to terminate employment with the Corporation;
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2.14.2 To the best of Seller's knowledge, the Corporation has
substantially complied in all material respects with all labor and
employment laws, including provisions thereof relating to wages, hours,
equal opportunity, collective bargaining, Americans With Disabilities Act,
and the payment of social security and other taxes;
2.14.3 There is no unfair labor practice charge, complaint, or other
action against the Corporation pending or, to Seller's and the
Corporation's best knowledge, threatened before the National Labor
Relations Board and the Corporation is not subject to any order to bargain
by the National Labor Relations Board;
2.14.4 No questions concerning representation have been raised or, to
Seller's and the Corporation's best knowledge, are threatened with respect
to employees of the Corporation;
2.14.5 No grievance that might have a material adverse effect on the
Corporation and no arbitration proceeding arising out of or under any
collective bargaining agreement is pending and, to the best knowledge of
Seller and the directors and responsible officers of the Corporation, no
basis exists for any such grievance or arbitration proceeding; and
2.14.6 To the best knowledge of Seller and the directors and
responsible officers of the Corporation, no employee of the Corporation is
subject to any non-competition, nondisclosure, confidentiality, employment,
consulting, or similar agreements with persons other than the Corporation
relating to the present business activities of the Corporation.
2.15 Disclosure. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates, or other items
prepared or supplied to Purchaser by or on behalf of the Corporation or Seller
with respect to this purchase contain any untrue statement of a material fact or
omit a material fact necessary to make each statement contained herein or
therein not misleading. No Seller or any responsible officer or director has
intentionally concealed any fact known by such person to have a material adverse
effect upon the Corporation's existing or expected financial condition,
operating results, assets, customer relations, employee relations, or business
prospects taken as a whole.
2.16 Accounts Receivable. All accounts receivable of the Corporation
reflected in the July 31, 1999 Financial Statements represent bona fide sales
actually made in the ordinary course of business.
2.17 Patents, Trademarks, Trade Names, etc. To Seller's and the
Corporation's best knowledge, the Corporation has not operated and is not
operating its business in a manner that infringes the proprietary rights of any
other person in any patents, trademarks, trade names, service marks, copyrights,
or confidential information. The Corporation has not received any written notice
of any infringement or unlawful use of such property.
2.18 ERISA and Related Matters. The Corporation does not maintain any
retirement or deferred compensation plan, savings, incentive, stock option or
stock purchase plan, vacation pay, severance pay, bonus or benefit arrangement,
consultant or agent of the Corporation, whether pursuant to contract,
arrangement, custom or informal understanding, which does not constitute an
"Employee Benefit Plan" (as defined in (S) 3(3) of ERISA), for which the
Corporation may have any ongoing material liability after Closing. The
Corporation does not maintain nor has it ever contributed to any Multi employer
Plan as defined by (S) 3(37) of ERISA. The Corporation does not currently
maintain any Employee Pension Benefit Plan subject to Title IV of ERISA. There
have been no "prohibited transactions" (as described in (S) 406 of ERISA or
(S) 4975 of the Code) with respect to any Employee Pension Benefit Plan or
Employee Welfare Benefit Plan maintained by the Corporation as to which the
Corporation has been party a party. As to any employee pension benefit plan
subject to Title IV of ERISA, there have been no reportable events (as such term
is defined in (S) 4043 of ERISA).
Section 3. Representations and Warranties of Purchaser. As a material
inducement to Seller to enter into this Agreement and sell the Shares, Purchaser
hereby represents and warrants to Seller as follows:
3.1 Organization; Power. Purchaser is a corporation duly incorporated and
validly existing under the laws of the state of Texas, and has all requisite
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.
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3.2 Authorization. The execution, delivery, and performance by Purchaser of
this Agreement and all other agreements contemplated hereby to which Purchaser
is a party have been duly and validly authorized by all necessary corporate
action of Purchaser, and this Agreement and each such other agreement, when
executed and delivered by the parties thereto, will constitute the legal, valid,
and binding obligation of Purchaser enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, and similar statutes affecting creditors' rights generally and
judicial limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The execution,
delivery, and performance by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party will not result in
a breach or violation of, or constitute a default under, its Articles of
Incorporation or Bylaws or any material agreement to which Purchaser is a party
or by which Purchaser is bound.
3.4 Governmental Authorities. (i) Purchaser is not required to submit any
notice, report, or other filing with any governmental or regulatory authority in
connection with the execution and delivery by Purchaser of this Agreement and
the consummation of the purchase and (ii) no consent, approval, or authorization
of any governmental or regulatory authority is required to be obtained by
Purchaser or any affiliate in connection with Purchaser's execution, delivery,
and performance of this Agreement and the consummation of this purchase.
3.5 Litigation. There are no actions, suits, proceedings, or governmental
investigations or inquiries pending or, to the knowledge of Purchaser,
threatened against Purchaser or its properties, assets, operations, or
businesses that might delay, prevent, or hinder the consummation of this
purchase.
3.6 Investment Representations
3.6.1 Purchaser is acquiring the Shares for its own account for
purposes of investment and without expectation, desire, or need for resale
and not with the view toward distribution, resale, subdivision, or
fractionalization of the Shares.
3.6.2 During the course of the negotiation of this Agreement, Purchaser
has reviewed all information provided to it by the Corporation and has had
the opportunity to ask questions of and receive answers from
representatives of the Corporation concerning the Corporation, the
securities offered and sold hereby, and this purchase, and to obtain
certain additional information requested by Purchaser.
3.6.3 Purchaser understands that the Shares to be purchased have not
been registered under Securities Act of 1933 ("1933 Act"), or under any
state securities law.
3.6.4 Purchaser understands that the Shares cannot be resold in a
transaction to which the 1933 Act and state securities laws apply unless
(i) subsequently registered under the 1933 Act and applicable state
securities laws or (ii) exemptions from such registrations are available.
Purchaser is aware of the provisions of Rule 144 promulgated under the 1933
Act which permit limited resale of shares purchased in a private
transaction subject to the satisfaction of certain conditions.
3.6.5 Purchaser understands that no public market now exists for the
Shares and that it is uncertain that a public market will ever exist for
the Shares.
3.6.6 Purchaser understands that the certificates for the Shares will
bear the following legend:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THE CORPORATION WILL NOT TRANSFER THIS CERTIFICATE UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE
UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS,
(ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD
OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE
PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933 AND UNDER ALL
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APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OF 1933.
3.7 Brokerage. There are no claims for brokerage commissions, finders'
fees, or similar compensation in connection with this purchase based on any
arrangement or agreement entered into by Purchaser and binding upon any of the
parties hereto.
Section 4. Covenants of the Corporation and Seller. Corporation and Seller
covenant and agree with Purchaser as follows: upon the reasonable request of any
party hereto after the Closing, any other party will take all action and will
execute all documents and instruments necessary or desirable to consummate and
give effect to this purchase. These include, by way of illustration and not by
way of limitation, the following:
4.1 Various conditions relating to filing, payment, and collecting of
refunds relating to taxes;
4.2 Resignations of each of the directors of the Corporation;
4.3 Provisions relating to delivery of Corporate books and records;
4.4 Provisions relating to treatment of confidential proprietary
information obtained in the acquisition process; and if Purchaser is concerned
that Seller is not getting corporate approval in due time (or vice versa), the
following covenant may be considered.
Seller will cause a meeting of its shareholder to be called and held as
soon as practicable, will recommend approval of the transaction to its
shareholder, and will use its best efforts to obtain shareholder approval.
Section 5. Closing.
5.1 Time, Place, and Manner of Closing. Unless this Agreement has been
terminated and this purchase has been abandoned pursuant to the provisions of
Section 2 or Section 10, the closing ("Closing") will be held at such time as
the parties may agree on the Closing Date at the offices of the Corporation,
5617 Grissom Road, San Antonio, Texas 78238, or such other place as the parties
may agree. At the Closing the parties to this Agreement will exchange
certificates, Notes, Guaranties, and other instruments and documents in order to
determine whether the terms and conditions of this Agreement have been
satisfied. Upon the determination of each party that its conditions to
consummate this purchase have been satisfied or waived, Seller shall deliver to
Purchaser the certificate(s) evidencing the Shares, duly endorsed for transfer,
and Purchaser shall deliver to Seller certificate(s) evidencing the Preferred
Stock referred to in Section 1.3. After the Closing, Seller, at Purchaser's
cost, will execute, deliver, and acknowledge all such further instruments of
transfer and conveyance and will perform all such other acts as Purchaser may
reasonably request to effectively transfer the Shares.
5.2 Consummation of Closing. All acts, deliveries, and confirmations
comprising the Closing regardless of chronological sequence shall be deemed to
occur contemporaneously and simultaneously upon the occurrence of the last act,
delivery, or confirmation of the Closing and none of such acts, deliveries, or
confirmations shall be effective unless and until the last of the same shall
have occurred. The time of the Closing has been scheduled to correspond with the
close of business at the principal office of the Corporation and, regardless of
when the last act, delivery, or confirmation of the Closing shall take place,
the transfer of the Shares shall be deemed to occur as of the close of business
at the principal office of the Corporation on the date of the Closing.
Section 6. Termination.
6.1 Termination for Cause. If, pursuant to the provisions of Section 7 or 8
of this Agreement, Seller or Purchaser is not obligated at the Closing to
consummate this Agreement, then the party who is not so obligated may terminate
this Agreement.
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6.2 Termination Without Cause. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and abandoned at any time
without further obligation or liability on the part of any party in favor of any
other by mutual consent of Purchaser and Seller.
6.3 Termination Procedure. Any party having the right to terminate this
Agreement due to a failure of a condition precedent contained in Sections 7 or 8
hereto may terminate this Agreement by delivering to the other party written
notice of termination, and thereupon, this Agreement will be terminated without
obligation or liability of any party.
Section 7. Miscellaneous Provisions.
7.1 Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified, or supplemented only by a written agreement signed by
Purchaser and Seller.
7.2 Waiver of Compliance; Consents
7.2.1 Any failure of any party to comply with any obligation, covenant,
agreement, or condition herein may be waived by the party entitled to the
performance of such obligation, covenant, or agreement or who has the
benefit of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement, or condition will not
operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
7.2.2 Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set forth
above.
7.3 Notices. All notices, requests, demands, and other communications
required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by hand or two days after being mailed by
certified or registered mail, return receipt requested, with postage prepaid:
If to Purchaser, or to the Corporation
after the Closing, to:
BioLynx.Com
5617 Grissom Road
San Antonio, TX 78238
or to such other person or address as Purchaser furnishes to Seller pursuant to
the above.
If to the Corporation before the
Closing, to:
BioLynx Outsource Services, Inc.
5617 Grissom Road
San Antonio, TX 78238
If to Seller, to:
United Capital Investment Group, Inc.
5617 Grissom Road
San Antonio, TX 78238
or to such other address as Seller furnishes to Purchaser pursuant to the above.
7.4 Titles and Captions. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.
7.5 Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
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7.6 Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
7.7 Attorney Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
7.8 Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday, or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday, or legal holiday, in which event the period
shall run until the end of the next day thereafter which is not a Saturday,
Sunday, or legal holiday.
7.9 Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
7.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
7.11 Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of the
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference, or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.
7.12 Presumption. This Agreement or any section thereof shall not be
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
7.13 Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
7.14 Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
7.15 Savings Clause. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
Dated: December 31, 1999.
PURCHASER:
BioLynx.Com,
a Texas corporation
By /s/ John D. Walker II
----------------------------------
John D. Walker II, President
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CORPORATION:
BioLynx Outsource Services, Inc.,
a Texas corporation
By /s/ John D. Walker II
----------------------------------
John D. Walker II, President
SELLER:
UNITED CAPITAL INVESTMENT GROUP, INC.
By /s/ John D. Walker II
----------------------------------
John D. Walker, II, President
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