Exhibit 10.2
PURCHASE AGREEMENT
THIS AGREEMENT is made this 10th day of December, 1999, by and between
NUTRIPURE.COM, (hereinafter "Buyer") and INNOVATIVE MEDICAL SERVICES,
(hereinafter "Seller").
WHEREAS, Seller is the owner, creator and current operator of that certain
Internet website known as "Nutripure.com", (hereinafter "website") and has
invested its time and resources to creating, assembling and completing the
content thereof, and is in the process of completing the web site engine
programming and site's links to various search engines, and
WHEREAS, Buyer is desirous of acquiring substantially all of Seller's right,
title and interest in and to the website including all past and future
progressive development, including the Bergen Brunswig agreement (BBC), Health
Notes agreement (HN), Utah Health agreement (UH), Yahoo! Banner/key-word
agreement (Yahoo!), Lycos Banner/key-word agreement (Lycos) and AOL
Banner/key-word agreement (AOL) for the purpose of operating the site for
offering Buyer's products, services and advertisements to the general public,
and
WHEREAS, Buyer has contracted on December 9th, 1999, for Seller to complete
creation of the website and to thereafter progressively acquire the website for
approximately $2,000,000 as outlined herein
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
Buyer will pay Seller the sum of $1,000,000 for all work and expenses completed
past and present on the website and upon execution of the BBC contract.
Seller will negotiate and exercise the agreements with BBC, HN and UH by January
31, 2000 in favor of Nutripure.com and, Seller will transfer all right, title
and interest to any and all banner and key-word contracts with Yahoo!, Lycos and
AOL.
Seller agrees to progressively create two versions of the internet website (per
BBC requirements) 1) HTML/ASP version that will comply with BBC's requirements
for site design and pass BBC's testing requirements for EDI sale, order,
invoicing, fulfillment, shipping and payment procedures and 2) XML version that
will import all prior data and comply with BBC's requirements for site design
and EDI - sale, order, invoicing, fulfillment, shipping and payment procedures
and pass all BBC's testing requirements. And to secure its connection to
substantially every available internet search engine.
Seller will complete the "soft launch" of the HTML/ASP version of the Internet
website on or before March 1, 2000. and
Seller will complete the "XML" version "re-launch" of the internet website
simultaneously with BBC's scheduled "re-launch" of their "XML" version to occur
on or before May 1, 2000. and
Buyer will pay Seller the additional sum of $1,000,000 when the "re-launch" is
successfully accomplished.
<PAGE>
Seller will complete the "re-launch" of the XML version of the internet website
on or before May 1, 2000.
It is anticipated and agreed to by the parties that IMS will continue to provide
services and support including future customized programming to Nutripure.com
for which it is agreed that IMS shall be paid an amount in excess of this base
agreement. It is further agreed that any modification or addition to this
agreement will be by written addendum
NUTRIPURE.COM
By: /s/ Michael L Krall
Michael L. Krall, President
By: /s/ Donna Singer
Donna Singer, Secretary
INNOVATIVE MEDICAL SERVICES
By: /s/ Michael L. Krall
Michael L. Krall, President
By: /s/ Dennis B. Atchley
Dennis B. Atchley, Secretary
<PAGE>
