-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IuZvgCA4svjFadSy1FnyjbMsDSvaOShITHmwH+w3SbLRixwM2yB9L+aOO3FpEGCD HoHj1S4UI2J6D1FnqX5Lzw== 0001282826-06-000005.txt : 20060207 0001282826-06-000005.hdr.sgml : 20060207 20060207154207 ACCESSION NUMBER: 0001282826-06-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Linkwell CORP CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 651053546 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24977 FILM NUMBER: 06585458 BUSINESS ADDRESS: STREET 1: NO. 476 HUTAI BRANCH ROAD STREET 2: BAOSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 BUSINESS PHONE: (86) 21-56689332 MAIL ADDRESS: STREET 1: NO. 476 HUTAI BRANCH ROAD STREET 2: BAOSHAN DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 200436 FORMER COMPANY: FORMER CONFORMED NAME: KIRSHNER ENTERTAINMENT & TECHNOLOGIES INC DATE OF NAME CHANGE: 20030818 FORMER COMPANY: FORMER CONFORMED NAME: HBOA HOLDINGS INC DATE OF NAME CHANGE: 20001116 FORMER COMPANY: FORMER CONFORMED NAME: MIZAR ENERGY CO DATE OF NAME CHANGE: 19980923 8-K 1 lnk8k020706.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2005 LINKWELL CORPORATION --------------------- (Exact Name of Registrant as Specified in Its Charter) FLORIDA ------------------ (State or Other Jurisdiction of Incorporation) 000-24977 65-1053546 - ----------------------------- ------------------------------- (Commission File Number) (IRS Employer Identification No.) No. 476 Hutai Branch Road, Baoshan District, Shanghai, China 200436 ------------------------------------------------------------ -------- (Address of Principal Executive Offices) (Zip Code) (86)21-56689332 --------------------- (Registrant's Telephone Number, Including Area Code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [__] Pre-commencement communications pursuant to Rule 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Our subsidiary, Shanghai Likang Disinfectant High-Tech Company, Limited ("Likang") is engaged in business activities with Shanghai Likang Pharmaceuticals Technology Company, Limited, an affiliated entity. Messrs. Xuelian Bian and Wei Guan, our officer, directors and principal shareholders, are the shareholders of Shanghai Likang Pharmaceuticals Technology Company, Limited, owning 90% and 10%, respectively. We previously leased approximately 21,500 square feet of manufacturing space from Shanghai Likang Pharmaceuticals Technology Company, Limited for approximately $11,500 annually. On February 6, 2006 we entered into an asset purchase agreement with Shanghai Likang Pharmaceuticals Technology Company, Limited ("Seller") and Mr. Bian under which we purchased this leased building for $333,675. The funds representing the consideration had previously been advanced to the Seller and were reflected on our balance sheet at September 30, 2005 as due from an affiliate. The closing of the agreement is conditioned upon, among other things, the Seller delivering to us authorization duly authorized and executed by the appropriate governmental agency in China transferring the land use permit for the building to Likang and the Buyer receiving confirmation from their professional financial advisers and accountants, in form and substance satisfactory to them in their sole reasonable discretion, that the value of the building is not less than $333,675. In addition, on February 6, 2006, we entered into a stock purchase agreement with Mr. Gary Verdier, our former CEO, wherein we sold 100% of the stock of Aerisys Incorporated to Mr. Verdier in exchange for the assumption of all liabilities and obligation of Aerisys Incorporated. Prior to the share exchange agreement with Linkwell Tech Group, Inc. on May 2, 2006, Aerisys Incorporated, our sole and wholly-owned subsidiary, had represented our sole operations. Aerisys marketed and sold the Aerisys Intelligent Community (TM), a web-based software program and private, browser-based intranet product that allows schools to collaborate with parents and faculty each day on classroom homework, assignments, critical dates, team priorities and school news in a private forum, primarily to K through 12 private schools. Revenues from Aerisys Incorporated represented approximately 1% of our total net revenues for the nine months ended September 30, 2005, and we were not able to improve sales or business opportunities for Aerisys since May 2005. Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.13 Stock Purchase Agreement dated February 6, 2006 with Gary Verdier for the purchase of the capital stock of Aerisys Incorporated. 10.14 Asset Purchase Agreement dated February 6, 2006 with Shanghai Likang Pharmaceuticals Technology Company, Limited. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. LINKWELL CORPORATION By:_/s/ Xuelian Bian ------------------------------- Xuelian Bian, Chief Executive Officer DATED: February 6, 2006 EX-10 2 ex1013.txt Exhibit 10.13 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into effective February 6, 2006, by and among LINKWELL CORPORATION, a Florida corporation ("Linkwell"), AERISYS INCORPORATED, a Florida corporation ("Aerisys") and GARY VERDIER, an individual ("Verdier"). RECITALS: A. Linkwell owns all of the issued and outstanding capital stock of Aerisys, (the "Aerisys Shares"). B. Verdier desires to acquire the Aerisys Shares from Linkwell in exchange for the assumption of all the liabilities and obligations of Aerisys. C. Linkwell desires to sell the Aerisys Shares for the assumption of all liabilities and obligations of Aerisys upon the terms and conditions set forth herein. D. It is the intention of the parties hereto that: (i) Verdier shall acquire the Linkwell Shares solely for the consideration set forth below (the "Exchange"); (ii) the Exchange shall qualify as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), and (iii) the Exchange shall qualify as a "tax-free" transaction within the meaning of Section 368 of the Internal Revenue Code of 1986. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows: SECTION 1. PURCHASE OF SHARES AND OTHER TRANSACTIONS 1.1 Purchase of Shares. On the Closing (as hereinafter defined), Linkwell shall tender the Aerisys Shares to Verdier and Verdier shall purchase the Aerisys Shares in exchange for the assumption of any and all liabilities and obligations, past, current, contingent or otherwise, including but not limited to the liabilities and obligations set forth on the balance sheet for Aerisys attached hereto and incorporated herein by reference as Exhibit A. 1.2 Delivery of Aerisys Shares. On the Closing date, Linkwell will deliver to Verdier the certificates representing the Aerisys Shares, duly endorsed for transfer (or with executed stock powers) so as to convey good and marketable title to the Aerisys Shares to Verdier. SECTION 2. REPRESENTATIONS AND WARRANTIES OF VERDIER Verdier represents and warrants to Linkwell as follows: 2.1 Information on Verdier. Verdier is an "accredited investor," as such term is defined in Regulation D promulgated under the Securities Act, or is otherwise experienced in investments and business matters, has made investments of a speculative nature and has such knowledge and experience in financial, tax and other business matters as to enable him to evaluate the merits and risks of, and to make an informed investment decision with respect to, this Agreement. Verdier understands that his acquisition of the Aerisys Shares is a speculative investment, and Verdier represents that he is able to bear the risk of such investment for an indefinite period, and can afford a complete loss thereof. 2.2 Investment Intent. Verdier understand that the Aerisys Shares have not been registered under the Securities Act, and may not be sold, assigned, pledged, transferred or otherwise disposed of unless the Aerisys Shares are registered under the Securities Act or an exemption from registration is available. Verdier represents and warrants that he is acquiring the Aerisys Shares for his own account, for investment, and not with a view to the sale or distribution of the Aerisys Shares except in compliance with the Securities Act. Each certificate representing the Aerisys Shares will have the following or substantially similar legend thereon: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The shares have been acquired for investment and may not be sold or transferred in the absence of an effective Registration Statement for the shares under the Securities Act unless, in the opinion of counsel satisfactory to the Company, registration is not required under the Securities Act or any applicable state securities laws." 2.3 Authorization of Agreement. The Investor has the power to enter into this Agreement and to carry out his obligations hereunder. This Agreement has been duly executed by Verdier and constitutes the valid and binding obligation of Verdier, enforceable against him in accordance with its terms. 2.4 Control. Verdier represents that he is not an "interested shareholder" or "affiliate" of Linkwell under Section 607.0901 of the Florida Business Corporation Act (as such term is defined therein) and is not an "acquiring person or member of a group" owning "control shares" under Section 607.0902 of the Florida Business Corporation Act (as such terms are defined therein), in each case, as of the date of this Agreement and prior to giving effect to the transactions contemplated by this Agreement. 2.5 Risk Factors. Verdier understands that an investment in Aerisys involves a high degree of risk; that there is no existing public trading market for the Aerisys Common Stock and there can be no assurance that a public market will ever be established, and; that an investment in the Aerisys Shares is considered illiquid, and Verdier has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and Verdier can provide for current needs and possible personal contingencies. 2.6 Due Diligence. Verdier acknowledges that, except as set forth in Section 3, Linkwell and Aerisys are making no representations with respect to the transactions contemplated by this Agreement. Verdier and its advisers have had full access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of Linkwell and Aerisys and receive answers thereto, as Verdier has deemed necessary in connection with Verdier's decision to purchase the Aerisys Shares. Further, Verdier was the former Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer of Linkwell prior to May 2, 2005 and acknowledges that he is aware of and understands the business and financial condition of Aerisys. 2.7 Full Disclosure. No representation or warranty by Verdier in this Agreement or in any document or schedule to be delivered by him pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by Verdier pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains, or will contain, any untrue statement of a material fact or omits, or will omit, to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material information. SECTION 3. REPRESENTATIONS AND WARRANTIES OF LINKWELL Linkwell and Aerisys, to the best of each of its knowledge, hereby represent and warrant to Verdier as follows, with any exceptions thereto being denoted on the applicable schedule to this Agreement: 3.1 Organization and Good Standing. Aerisys is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. Linkwell is the record and beneficial owner of 100% of the issued and outstanding shares of Aerisys, which shares are, to the best knowledge of Linkwell and Aerisys, owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred. To the best knowledge of Linkwell and Aerisys, there are no outstanding subscriptions, rights, options, warrants or other agreements obligating Linkwell to sell or transfer to any third person any of the shares of Aerisys shares owned by Linkwell or any interest therein. 3.2 Authorization; Enforceability. Linkwell and Aerisys have all necessary corporate power and authority to execute this Agreement and perform their respective obligations hereunder. This Agreement constitutes the valid and binding obligation of Linkwell and Aerisys enforceable against Linkwell and Aerisys in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. 3.3 Financial Statements. The consolidated unaudited balance sheets of Aerisys at December 31, 2005 (the "Aerisys Financial Statements") fairly present in all material respects the financial position of Aerisys as of the date thereof, and the other related statements included therein fairly present in all material respects the results of operations, and cash flows of Aerisys for the dates set forth therein. The Aerisys Financial Statements are a compilation of internal accounting software reports that have not been generated or reviewed by a certified public accountant. Accordingly, Linkwell and Aerisys cannot represent that the Aerisys Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent throughout all periods presented. However, to the best of Linkwell's and Aerisys' knowledge, the Aerisys Financial Statements present fairly in all material respects the financial position of Aerisys as of the date and for the periods indicated. 3.4 Capitalization. The authorized capital stock of Aerisys consists of 25,000,000 shares of common stock of which 10,000,000 shares are presently issued and outstanding and 10,000,000 shares of preferred stock, no shares of which have been issued or designated. SECTION 4. COVENANTS 4.1 Examinations and Investigations. Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement. Consummation of this Agreement shall be subject to the fulfillment of due diligence procedures to the reasonable satisfaction of each of the parties hereto and their respective counsel. 4.2 Expenses. Each party hereto agrees to pay its own costs and expenses incurred in negotiating this Agreement and consummating the transactions described herein. 4.3 Further Assurances. The parties shall execute such documents and other papers and take such further action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain in the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing. 4.4 Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, each of the parties hereto agree to keep confidential any information disclosed to each other in connection therewith; provided, however, such obligation shall not apply to information which: (a) at the time of disclosure was public knowledge; (b) after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or (c) the receiving party had within its possession at the time of disclosure. 4.5 Stock Certificates and Consideration. At the Closing, the Linkwell shall have delivered the certificate representing the Aerisys Shares duly endorsed (or with executed stock powers) so as to make Verdier the sole owner thereof. 4.6 Management of Aerisys. On the Closing date, the directors and officers of Aerisys shall resign. SECTION 5. THE CLOSING The closing (the "Closing") shall take place contemporaneous with the execution of this Agreement, or at such other time and place as is mutually agreed upon by Verdier and Linkwell, following satisfaction or waiver of all conditions precedent to Closing. At the Closing, the parties shall provide each other with such documents as may be necessary or appropriate and customary in transactions of this sort in order to consummate the transactions contemplated hereby, including evidence of due authorization of the Agreement and the transactions contemplated hereby. SECTION 6. CONDITIONS PRECEDENT TO CLOSING 6.1 Conditions Precedent to the Obligation of Linkwell to sell the Aerisys Shares. The obligation of Linkwell to sell the Aerisys Shares to Verdier and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for Linkwell's sole benefit and may be waived by Linkwell at any time in its sole discretion. (a) Accuracy of Verdier's Representations and Warranties The representations and warranties of Verdier will be true and correct in all material respects as of the date when made and as of the Closing, as though made at that time. (b) Performance by Verdier. Verdier shall have performed all agreements and satisfied all conditions required to be performed or satisfied by it at or prior to the Closing. (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. (d) No Material Adverse Changes. Verdier shall have suffered no Material Adverse Effect. (e) Miscellaneous. Verdier shall have delivered to Linkwell such other documents relating to the transactions contemplated by this Agreement as Linkwell may reasonably request. 6.2 Conditions Precedent to the Obligation of Verdier to Purchase the Aerisys Shares. The obligation of Verdier to purchase the Aerisys Shares and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the conditions set forth below. These conditions are for Verdier' sole benefit and may be waived by Verdier at any time in its sole discretion. (a) Accuracy of Linkwell's Representations and Warranties. The representations and warranties of Linkwell and Aerisys will be true and correct in all material respects as of the date when made and as of the Closing, as though made at that time. (b) Performance by Linkwell. Linkwell and Aerisys shall have performed all agreements and satisfied all conditions required to be performed or satisfied by them at or prior to the Closing. (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement. (d) No Material Adverse Changes. Aerisys shall have suffered no Material Adverse Effect. (e) Miscellaneous. Linkwell shall have delivered to the Verdier such other documents relating to the transactions contemplated by this Agreement as Verdier may reasonably request. SECTION 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF KIRSHNER AND VERDIER Notwithstanding any right of Verdier fully to investigate the affairs of Aerisys, Verdier shall have the right to rely fully upon the representations, warranties, covenants and agreements of Linkwell and Aerisys contained in this Agreement or in any document delivered by Linkwell or Aerisys or any of its representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder for 12 months following the Closing. SECTION 8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF LINKWELL AND THE SHAREHOLDERS Notwithstanding any right of Linkwell fully to investigate the affairs of Verdier, Linkwell has the right to rely fully upon the representations, warranties, covenants and agreements of Verdier contained in this Agreement or in any document delivered to Linkwell by Verdier or any of his representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder for 12 months following the Closing. SECTION 9. INDEMNIFICATION 9.1 Obligation of Verdier to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 8, Verdier hereby agree to indemnify, defend and hold harmless Linkwell, to the extent provided for herein, from and against any losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss") based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Verdier contained in this Agreement or in any document or other writing delivered pursuant to this Agreement. 9.2 Obligation of the Linkwell to Indemnify. Subject to the limitations on the survival of representations and warranties contained in Section 7, Linkwell agrees to indemnify, defend and hold harmless Verdier to the extent provided for herein from and against any Loss based upon, arising out of, or otherwise due to any inaccuracy in or any breach of any representation, warranty, covenant or agreement made by any of them and contained in this Agreement or in any document or other writing delivered pursuant to this Agreement. SECTION 10. MISCELLANEOUS 10.1 Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no event constitute a waiver as to any future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement. 10.2 Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties. 10.3 Assignment. This Agreement is not assignable except by operation of law. 10.4 Notices. Until otherwise specified in writing, the mailing addresses of both parties of this Agreement shall be asfollows: Linkwell: Linkwell Tech Group, Inc. (U.S. Address) No. 476 Hutai Branch Road 9858 Glades Road, #213 Baoshan District Boca Raton, Florida 33434 Shanghai, China 200436 With a copy to: James M. Schneider, Esq. Schneider Weinberger & Beilly LLP 2200 Corporate Boulevard, N.W., Suite 210 Boca Raton, Florida 33431 Verdier: Gary Verdier 5200 NW 33rd Avenue, Suite 215 Ft. Lauderdale, Florida 33309 Any notice or statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address as may be furnished in writing to the addressor. 10.5 Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law provisions thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of Palm Beach, State of Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this agreement in that jurisdiction or the validity or enforceability of any provision of this agreement in any other jurisdiction. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY. 10.6 Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance thereof by the other party. 10.7 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the Exchange and related transactions, and supersede all prior agreements, written or oral, with respect thereto. 10.8 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. 10.9 Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or other provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof. 10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. /s/ Gary Verdier GARY VERDIER LINKWELL CORPORATION. By:/s/ XueLian Bian XueLian Bian, President AERISYS INCORPORATED By:/s/ Gerardo Gomez Gerardo Gomez, President EX-10 3 ex1014.txt Exhibit 10.14 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated as of February 6, 2006 (the "Agreement") is entered into by and between Shanghai Likang Disinfectant High-Tech Company, Limited, a corporation formed under the laws of China ("Buyer"); Shanghai Likang Pharmaceuticals Technology Company, a corporation formed under the laws of China ("Seller"); and Xuelian Bian, an individual and principal control person of the Seller ("Principal"). PREAMBLE WHEREAS, Buyer is engaged in the manufacture and sale of disinfectant health care products ("Business"); WHEREAS, Buyer, in connection with the operation of its Business, leases a facility ("Building") (as more fully described below and referred to hereafter as the "Asset") owned by the Seller; WHEREAS, the Building is used by Buyer for manufacturing of certain of Buyers products; WHEREAS, Messrs. Xuelian Bian and Wei Guan, the Buyer's officers, directors and principal shareholders, are the shareholders of Seller, owning 90% and 10%, respectively, and are the principal persons in control of the Asset; and WHEREAS, Seller desires to convey, sell and assign to Buyer all of Seller's right, title and interest in and to the Asset, and Buyer desires to purchase the Asset, upon the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1 Sale and Purchase of Asset. 1.1 Recitals. The parties agree that the recitals set forth above are true and correct. This Agreement supercedes all prior understandings among the parties, whether oral or written, concerning the subject matter contained herein. 1.2 Sale and Purchase of Asset. Subject to the terms and conditions of this Agreement, at the closing described in Section 5 (the "Closing"), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Asset free and clear of all liens, charges, encumbrances and security interests and identified more particularly on Schedule 1.1 (the "Asset"). 1.3 Liabilities Excluded. In connection with Buyer's purchase of the Asset, Buyer shall not assume or become responsible for the payment of any liabilities, obligations or expenses of Seller in connection with the Asset, Seller's business or otherwise. 2 Purchase Price; Payment. The purchase price for the Asset (the "Purchase Price") shall be the sum of $333,675.43 (the "Purchase Price") payable on the Closing Date (as defined herein) in exchange for the Buyer satisfying and canceling the unpaid amount Seller owes Buyer in the amount of $333,675.43, 3 Representations and Warranties of Seller. Except as otherwise set forth in a disclosure schedule delivered by Seller at the time this Agreement is executed and delivered (the "Seller Disclosure Schedule"), the Principal and Seller, jointly and severally, hereby make the following representation and warranties to Buyer as of the date hereof and as of the Closing Date. 3.1 Organization and Good Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as presently conducted or proposed to be conducted. Seller is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to so qualify would not have a material adverse effect on the Asset or consummation of the transactions contemplated hereby (a "Seller Material Adverse Effect"). 3.2 Authority and Enforcement. Seller has all requisite corporate power, including any shareholder approval, if any, and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. Seller has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. 3.3 Actions Pending. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Seller or the Principal, threatened against Seller or the Principal or the Asset, which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Seller or the Principal, threatened against or involving Seller or the Asset, other than claims against Seller that are covered by insurance and that will not result in a Seller Material Adverse Effect. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against Seller or affecting the Asset. 3.4 Title to Asset; Condition of Asset. Seller owns, or has either good and marketable title to, or valid and enforceable leasehold interest in the Asset, free and clear of all Liens, other than those disclosed in the Seller Financial Statements (as hereafter defined). No person or entity has any right or option to acquire the Asset. Seller has the right to use the Asset as presently being used, and its use of the Asset does not violate the material provisions of (a) any agreement to which Seller is a party, (b) the requirements of applicable laws, rules or regulations, and/or (c) any order of any court or regulatory body of competent jurisdiction that is binding on Seller, or the Asset. The Asset is in good condition and repair, normal wear and tear excepted, and have been maintained in accordance with all applicable ordinances, specifications, environmental laws, and warranties and normal industry practice. The Asset meets the good manufacturing practice ("GMP") standards established by the central government of China for the production of medical and chemical products. 3.5 No Undisclosed Liabilities. Seller has and will have no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of Seller (including the notes thereto) in conformity with generally accepted accounting principles ("GAAP") which are not disclosed in the Seller Financial Statements, other than those incurred in the ordinary course of Seller's business since the date of the Seller Financial Statements, which, individually or in the aggregate, do not or would not result in a Seller Material Adverse Effect in connection with the Asset. 3.6 Compliance with Laws. (a) Seller is and at all times has been, in material compliance with each law, rule and/or regulation ("Legal Requirement") that is or was applicable to it or to the conduct or operation of its business or the ownership or use of the Asset. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a material violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement in connection with the Asset, or (ii) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (c) Seller has not received any notice or other communication (whether oral or written) from any governmental or regulatory authority ("Authority") having or purporting to have jurisdiction over Seller or the Asset regarding (i) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (ii) any actual, alleged, possible, or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (d) Seller is, and at all times has been, in material compliance with all of the terms and requirements of each license, permit and/or authorization issued by any Authority ("Governmental Authorization") that is held by Seller or that otherwise relates to the Asset. (e) Each Governmental Authorization is valid and in full force and effect. (f) No event has occurred and no circumstance exists that may (with or without notice or lapse of time) (i) constitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any such Governmental Authorization, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization. (g) All Governmental Authorizations collectively constitute all of the governmental Authorizations necessary to permit Seller to own and use the Asset. 3.7 Tax Matters. Seller has filed or caused to be filed (on a timely basis since inception) all federal, state and local tax returns or payments that are or were required to be filed by or with respect to it or paid pursuant to applicable Legal Requirements ("Tax Returns"). Seller has paid, made provision for payment or has included on its most recent balance sheet included in the Seller Financial Statements, all taxes as it relates to the Asset that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Seller, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in the Seller Financial Statements. All such tax returns are true, complete and accurate. 3.8 Absence of Certain Developments. Since the date of the most recent balance sheet included in the Seller Financial Statements, Seller has not suffered a Seller Material Adverse Effect or entered into any agreement or engaged in any conduct that could result in a Seller Material Adverse Effect. 3.9 Disclosure. The representations, warranties and acknowledgments of Seller set forth herein are true, complete and accurate in all material respects, do not omit to state any material fact, or omit any fact necessary to make such representations, warranties and acknowledgments, in light of the circumstances under which they are made, not misleading. 4 Representations and Warranties of Buyer and Seller. Except as otherwise set forth in a disclosure schedule delivered by Buyer at the time this Agreement is executed (the "Buyer Disclosure Schedule"), Buyer hereby makes the following representations and warranties to Seller and the Principal, as of the date hereof and as of the Closing Date. 4.1 Organization and Good Standing. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Buyer is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business of Buyer, taken as a whole, or consummation of the transactions contemplated hereby (a "Buyer Material Adverse Effect"). 4.2 Authority and Enforcement. Buyer has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby. Buyer has each taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Buyer, enforceable against each in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. 4.3 Consents of Third Parties. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer does not require the consent of any person, or such consent has been or will be obtained in writing prior to the Closing. 4.4 Actions Pending. There is no action, suit, claim, investigation or proceeding pending or, to the knowledge of Buyer, threatened against Buyer which questions the validity of this Agreement or the transactions contemplated hereby or any action taken or to be taken pursuant hereto or thereto. 4.5 Disclosure. The representations, warranties and acknowledgments of Buyer set forth herein are true, complete and accurate in all material respects and do not omit any fact necessary to make such representations, warranties and acknowledgments not misleading. 5 Conditions to Closing. 5.1 Conditions Precedent to Buyer's Obligation to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Seller and the Principal set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date. (b) Seller and the Principal shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date. (c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or charge shall be in effect. (d) No material adverse change shall have taken place with respect to the Asset, and no event shall have occurred that could result in a Seller Material Adverse Effect. (e) Seller shall have delivered to Buyer the China Governmental Authorization duly authorized and executed by the appropriate governmental agency in China transferring the land use permit for the Asset to the Buyer; (f) Buyer shall be reasonably satisfied with the results of its due diligence review of the Asset; (g) Buyer shall receive confirmation from their professional financial advisers and accountants, in form and substance satisfactory to them in their sole reasonable discretion, that the value of the Asset is not less than $333,675.43 (h) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby, including under the laws of China, will be reasonably satisfactory in form and substance to the Buyer; and (i) Seller and Principal shall each have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Sections 5.1(a) - (d) has been complied with in all respects; 5.2 Conditions Precedent to Seller's Obligation to Close. The obligation of Seller to consummate the transactions contemplated hereby is subject to satisfaction of the following conditions on or prior to the Closing Date: (a) The representations and warranties of Buyer set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date. (b) Buyer shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing Date. (c) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent or adversely affect Buyer's consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; and no such injunction, judgment, order, decree, ruling, or charge shall be in effect; (d) No material adverse change shall have taken place with respect to Buyer, and no event shall have occurred that results in a Buyer Material Adverse Effect. (e) Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 5.2(a)-(d) has been complied with in all respects; and (f) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller and the Principal. 6 Closing; Closing Date. A closing of the transactions contemplated hereby the "Closing") will take place at such time, not later than March 15, 2005, at the offices of Buyer's counsel, that is agreed upon by Seller and Buyer. The date on which the Closing is held is referred to in this Agreement as the "Closing Date." 7 Documents to be Delivered at the Closing. 7.1 Documents to be Delivered by Seller. At the Closing, Seller, as the case may be, shall deliver, or cause to be delivered, to Buyer the following: (a) a duly executed bill of sale, dated the Closing Date, transferring to Buyer all of Seller's right, title and interest in and to the Asset together with possession of the Asset; (b) the land use permit in the name of the Buyer executed by the appropriate governmental agency in China transferring the land use permit for the Asset to the Buyer; (c) a copy of resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement by Seller; and 7.2 Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller and/or the Principal, as the case may be, the following: (a) a copy of resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer; 8 Additional Covenants. 8.1 Access to Books and Records. During the course of this transaction, from the date hereof through Closing, each party agrees to make available for inspection all corporate books, records and Asset, and otherwise afford to each other and their respective representatives, reasonable access to all documentation ad other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation. 8.2 Further Assurances. If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action. 9 Miscellaneous. 9.1 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally (including by confirmed legible telecopier transmission) or mailed by certified mail, return receipt requested, or by overnight mail properly receipted to the parties at the following addresses (or to such address as a party may have specified by notice given to the other party pursuant to this provision): If to Seller or the Principal: Shanghai Likang Pharmaceuticals Technology Company A103-A7 No 1555 Kongjiang Road, Yangpu District, Shanghai, China. Attn: Xuelian Bian If to Buyer, to: Linkwell Corporation No. 476 Hutai Branch Road Baoshan District Shanghai, China 200436 Attn: Xuelian Bian, President IN WITNESS WHEREOF, we have executed this Agreement as of the day and year first above written. Linkwell Corporation By: /s/ Xuelian Bian Xuelian Bian, President Shanghai Likang Pharmaceuticals Technology Company By: /s/ Xuelian Bian Xuelian Bian, President SCHEDULE 1.1 ASSET Shanghai Jiading district factory. 1104 Jiatang Road, Jiading District, Shanghai, 201807 21,500 square feet Shanghai Likang Pharmaceuticals Technology Company, Limited owns the Shanghai Jiading district factory. The Shanghai Jiading district factory is approximately 21,500 square feet, all of which is used for production. This factory meets the good manufacturing practice ("GMP") standards established by the central government for the production of medical and chemical products. The main products produced here are liquid and index disinfectant devices. The manufacturing facility has the capacity to produce approximately 9 million liters of liquid disinfectant annually. The manufacturing cycle for the liquids, from formulation to finish product, is one day. -----END PRIVACY-ENHANCED MESSAGE-----