0001144204-07-058842.txt : 20071107 0001144204-07-058842.hdr.sgml : 20071107 20071107162940 ACCESSION NUMBER: 0001144204-07-058842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071105 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMACARE CORP /CA/ CENTRAL INDEX KEY: 0000801748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 953280412 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15223 FILM NUMBER: 071221866 BUSINESS ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-226-1968 MAIL ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 8-K 1 v092843_8k.htm

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 the earliest event reported): November 5, 2007

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California	000-15223	95-3280412
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

15350 Sherman Way, Suite 350, Van Nuys, CA 91406

(Address of principal executive offices) (Zip Code)

(818) 226-1968

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05. Costs Associated with Exit or Disposal Activities.

On November 2, 2007, HemaCare BioScience, Inc., (“HemaBio”) the wholly owned Florida-based research products subsidiary of HemaCare Corporation, (the “Company”) received letters of resignation from Mr. Joseph Mauro, Company President, and Mr. Valentin Adia, Vice President of Business Development. Mr. Mauro and Mr. Adia both stated that their resignations were submitted under the “Good Reason” provisions of their employment agreements.

In the third quarter of 2007, HemaBio produced a net loss of approximately $300,000, and was projected to record a net loss of $125,000 in the month of October 2007. The Board of Directors of HemaBio, in consultation with, and with the approval of, the Board of Directors of the Company, determined HemaBio’s business could not operate without senior management, and that the pathway to future profitability was unclear. Therefore, the Board of Directors of HemaBio decided that it was in the best interest of HemaBio’s creditors to close all operations of HemaBio, effective November 5, 2007.

Per Statement of Financial Accounting Standards No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, the results of operations of HemaBio, along with any closure related costs, shall be reported in discontinued operations in the fourth quarter of 2007. The most significant closure related cost would be the obligations, if any, of HemaBio to Mr. Mauro and Mr. Adia under their employment agreements. Each of their respective employment agreements contains provisions that termination of employment by the executive for “Good Reason” would entitle the executive to the following:

Payment of any base salary accrued but unpaid as of the date of termination;

An amount equal to the executive’s monthly base salary in effect on the date of termination for a period equal to the greater of the remainder of the term or twelve (12) months;

HemaBio will continue to pay executive’s health insurance coverage until the earlier of (A) the greater of (1) the remainder of the term or (2) twelve months and (B) until executive obtains full-time employment, provided that such coverage remains available with respect to executive; and

Payment of any and all earnouts, or other consideration amounts payable by HemaBio pursuant to that certain Stock Purchase Agreement by and among the Company, HemaBio and the shareholders of HemaBio (the “Stock Purchase Agreement”), whether earned or unearned, within thirty (30) days of the date of termination, and any bonuses earned as of the date of termination.

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Management estimates that the Company will report a loss from discontinued operations in the fourth quarter of 2007 of up to $1,000,000 related to the closure of HemaBio. Included in this estimate are i) approximately $600,000 in severance expenses to Joseph Mauro and Valentin Adia, ii) approximately $150,000 in operating losses from October 1, 2007 through the date of closure, iii) approximately $150,000 increase in allowance for bad debt as a result of customers refusal to pay existing receivables of HemaBio as a result of the termination of contractual obligations, and iv) approximately $100,000 in miscellaneous closure related expenses, including attorney’s fees. Management’s estimate is preliminary and is subject to change as the closure process proceeds. The estimated loss in the 4^th quarter does not reflect any obligation relief that HemaBio might obtain through insolvency proceedings.

The foregoing descriptions of the Stock Purchase Agreement and employment agreements, as amended, are qualified in their entirety by the copies of those agreements filed as exhibits to the Company’s Current Reports on Form 8-K filed with the SEC on September 5, 2006 and September 29, 2006.

Item 2.06 Material Impairments

On November 5, 2007, the Board of Directors of HemaBio, in consultation with, and with the approval of, the Board of Directors of the Company, determined that HemaBio could not operate without senior management, as a result of the resignations of Joseph Mauro and Valentin Adia, and decided to close all operations.

Per Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, the carrying value of goodwill shall be tested for impairment, and that such test shall consist of a comparison of the fair value of goodwill against the carrying value. If the carrying value exceeds the fair value, an impairment loss shall be recognized in an amount equal to the excess.

As a result of the decision to close HemaBio, management has determined that the fair value of goodwill is zero, and that the Company will recognize a goodwill impairment loss in the third quarter of 2007 equal to the total value of goodwill created as a result of the acquisition of HemaBio, or $4,259,000.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Description
99.1		Employee Proprietary Information and Inventions Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

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99.2		Employee Proprietary Information and Inventions Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

99.3		Noncompetition Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

99.4		Noncompetition Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

99.5		Security Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

99.6		Security Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

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 hereunto duly authorized.

Date: November 7, 2007	HEMACARE CORPORATION

	By	/s/ Robert S. Chilton
		Robert S. Chilton,
		Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		Employee Proprietary Information and Inventions Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

99.2		Employee Proprietary Information and Inventions Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

99.3		Noncompetition Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

99.4		Noncompetition Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

99.5		Security Agreement between Teragenix Corporation and Joseph Mauro dated August 29, 2006.

99.6		Security Agreement between Teragenix Corporation and Valentin Adia dated August 29, 2006.

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EX-99.1 2 v092843_ex99-1.htm Unassociated Document

EXHIBIT 99.1

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment by Teragenix Corporation (the "Company") and the compensation I receive from the Company, I agree that:

1. Proprietary Information. I understand that the Company possesses and will possess Proprietary Information that is important to its business. "Proprietary Information" is information (whether conveyed orally, in writing or otherwise) that was or will be developed, created, or discovered by or on behalf of the Company, or that became or will become known by, or was or is conveyed to the Company, that has or could have commercial value in the Company's business, unless (a) the information is or becomes publicly known through lawful means; or (b) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it directly or indirectly from the Company.

Proprietary Information includes, without limitation, any Company Inventions (as defined below) and any information relating to (i) client/customer lists, vendor lists or other lists or compilations containing client, customer or vendor information; (ii) information about products, proposed products, research, product development, techniques, processes, costs, profits, markets, marketing plans, strategies, forecasts, sales or commissions; (iii) plans for the future development or new product concepts; (iv) manufacturing techniques or processes, documents, books, papers, drawings, schematics, models, sketches, computer programs, databases or other data, including electronic data recorded or retrieved by any means; (v) the compensation, performance and terms of employment of other employees; (vi) all other information that has been or will be given to me in confidence by the Company (or any affiliate); (vii) software in various stages of development, and any designs, drawings, schematics, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts, research development, processes and procedures relating to any software; and (viii) any information that the Company obtains from another party that it treats as proprietary or designates as Proprietary Information.

At all times, both during my employment with the Company and after my termination, I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in my assigned duties for the benefit of the Company, any Proprietary Information. I am aware that the unauthorized disclosure of Proprietary Information may be highly prejudicial to the Company's interests, an invasion of privacy, and an improper disclosure of trade secrets. Without limiting the foregoing, I shall not make copies of, or otherwise reproduce, Proprietary Information unless authorized by the Company for reproduction.

2. Company Materials. "Company Materials" are documents or other media or tangible items that contain or embody Proprietary Information or any other information concerning the business, operations or plans of the Company, whether such documents have been prepared by me or by others. "Company Materials" include, without limitation, blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like.

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3. Intellectual Property.

3.1 All Proprietary Information and all right, title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the future anywhere in the world (collectively, "Rights") in connection therewith shall be the sole property of the Company. I hereby assign to the Company any Rights I may have or acquire in such Proprietary Information.

3.2 I acknowledge and agree that I have no expectation of privacy with respect to the Company's telecommunications, networking or information processing systems (including, without limitation, stored company files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. All Company Materials shall be the sole property of the Company. I agree that during my employment with the Company, I will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as I am required to do in connection with performing the duties of my employment. I recognize that the unauthorized taking of any Proprietary Information may be a crime under the Cal. Penal Code §499c or comparable laws of other states or the United States, and may also result in civil liability under Sections 3426.1 through 3426.11 of the California Civil Code, or comparable laws of other states. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (a) my personal copies of records relating to my compensation; (b) my personal copies of any materials previously distributed generally to stockholders of the Company; and (c) my copy of this Employee Proprietary Information and Inventions Agreement (the "Agreement").

3.3 I agree that all "Inventions" (which term includes patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, mask works, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data and all improvements, rights and claims related to the foregoing), which I have made, conceived, reduced to practice or developed, and which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment and in connection with the business of the Company, shall be the sole property of the Company to the maximum extent permitted by Section 2870 of the California Labor Code. I hereby assign, without further consideration, all such Inventions ("Company Inventions") to the Company (free and clear of all liens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith. No assignment in this Agreement shall extend to Inventions, the assignment of which is prohibited by Labor Code Section 2870, which states:

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Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

Result from any work performed by the employee for the employer.

I acknowledge that all original works of authorship which have been made and which are made by me (in whole or in part, either alone or jointly with others) within the scope of my employment and which are protectable by copyright are "works made for hire," as defined in the United States Copyright Act (17 USCA, Section 101). I have not disclosed and will not disclose Inventions covered by this Section 3.3 to any person outside the Company, unless I am requested to do so by management personnel of the Company.

3.4 I have maintained and agree to maintain adequate and current written records on the development of all Company Inventions and have disclosed and agree to disclose promptly to the Company all Company Inventions and relevant records, which records will remain the sole property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service mark, invention, technology, computer program, original work or authorship, design, formula, discovery, patent, or copyright that I do not believe to be a Company Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company (such disclosure to be received in confidence). The Company shall examine such information to determine if in fact the ideas, process, or invention, etc., constitutes a Company Invention and is therefore subject to assignment under Section 3.3. I will also disclose to the Company all Inventions conceived, reduced to practice, used, sold, exploited or developed by me (in whole or in part, either alone or jointly with others) within one (1) year of the termination of my employment with the Company ("Presumed Inventions"); such disclosures shall be received by the Company in confidence, to the extent they are not assigned to the Company in Section 3.3, and do not extend such assignment. Because of the difficulty of establishing when any Presumed Invention is first conceived or developed by me, or whether it results from access to Proprietary Information or the Company's equipment, facilities, and data, I agree that all Presumed Inventions and all Rights associated therewith shall be presumed to be Company Inventions and therefore assignable to the Company. I can rebut this presumption, if I prove that a Presumed Invention is not a Company Invention.

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3.5 I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company's expense, in evidencing, perfecting, recording, obtaining, maintaining, defending and enforcing Rights and/or my assignment with respect to such Company Inventions in any and all countries. Such acts may include, without limitation, execution of documents and assistance or cooperation in legal proceedings. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorneys-in-fact, with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by me.

3.6 Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively, "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and consent to any action of the Company that would violate such Moral Rights in the absence of such waiver and consent. I will confirm any such waivers and consents from time to time as requested by the Company.

3.7 I agree that I will not incorporate in any way, or permit to be incorporated in any way, any Inventions made, conceived, reduced to practice or developed by me (in whole or in part, either alone or jointly with others) either: (a) prior to or (b) outside the scope of my engagement as an independent contractor for the Company ("Prior Inventions"). Notwithstanding the foregoing, I hereby grant the Company a royalty-free, nonexclusive, perpetual, irrevocable, transferable, worldwide license (with rights to sublicense through multiple tiers of sublicense) to practice all Rights relating to any Prior Inventions (or other Inventions that are not assigned or assignable to Company hereunder) that become incorporated in any way, or I permit to be incorporated in any way, in any Company Inventions or any other Company technology or products.

3.8 I understand that nothing in this Agreement is intended to expand the scope of protection provided me by Sections 2870 through 2872 of the California Labor Code.

4. Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any confidential information, proprietary information or trade secrets of my former or concurrent employers. I agree that I will not bring onto the premises of the Company any document or any property belonging to my former employers unless consented to in writing by them. I represent and warrant that I have returned all property and confidential information belonging to all prior employers.

5. Prior Actions and Knowledge. I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not and will not: (a) disclose any Proprietary Information or deliver any Company Materials to anyone outside of the Company, or (b) use, copy, publish, or summarize any Proprietary Information or remove any Company Materials from the business premises of the Company, except to the extent necessary and appropriate to carry out my responsibilities as an employee of the Company, or (c) improperly use or disclose any confidential information, proprietary information or trade secrets of my former or concurrent employers or any other third party, or (d) bring onto the premises of the Company any document or any property belonging to my former employers unless consented to in writing by them.

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6. No Conflict with Obligations to Third Parties. I represent that my performance of all the terms of this Agreement has not breached and will not breach any agreement to keep in confidence proprietary or confidential information acquired by me in confidence or in trust prior to my employment with the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith or in conflict with my employment with the Company. The performance of this Agreement does not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party.

7. Remedies; Waiver. I recognize that nothing in this Agreement is intended to limit any remedy of the Company under the California Uniform Trade Secrets Act. I recognize that my violation of this Agreement could cause the Company irreparable harm, the amount of which may be extremely difficult to estimate, making any remedy at law or in damages inadequate. Therefore, I agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company. I ALSO ACKNOWLEDGE AND UNDERSTAND THAT I SHALL NOT, UNDER ANY CIRCUMSTANCE, HAVE ANY RIGHT TO SEEK OR ATTEMPT TO SEEK ANY INJUNCTIVE RELIEF AGAINST THE COMPANY WITH RESPECT TO ANY BREACH OR THREATENED BREACH OF THIS AGREEMENT, AND I HEREBY WAIVE ANY AND ALL SUCH RIGHTS AGAINST THE COMPANY.

8. Survival. I agree that my obligations under Sections 1, 3, and 7 through 15 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communicate my obligations under this Agreement to any future employer or potential employer of mine.

9. Controlling Law; Venue; Severability. I agree that the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in the County of Los Angeles, California. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.

10. Successors and Assigns. This Agreement shall be binding upon me, my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns. The failure, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance.

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11. Entire Agreement/Modification. The terms of this Agreement (including all attached Exhibits, which are incorporated herein by this reference) are the final expression of my agreement with respect to its subject matter and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement can only be modified by a subsequent written agreement executed by an officer of the Company.

12. Integration. This Agreement supersedes all, and may not be contradicted by evidence of any, other prior and contemporaneous agreements and statements on these subjects. If any practices, policies, or procedures of the Company, now or in the future, that apply to me are inconsistent with the terms hereof, the provisions of this Agreement shall control unless changed in writing by the Company.

13. Employment at Will. This Agreement is not an employment agreement. Except as set forth in my employment agreement, if any, the Company may terminate my employment with it at any time, with or without cause.

14. Construction. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement. The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part of and shall not be used to interpret this Agreement.

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15. Rights Cumulative. The rights and remedies provided hereby to the Company are cumulative, and the exercise of any right or remedy by the Company, whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive the Company's right to exercise any or all other rights and remedies.

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I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. I HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL IN REGARD TO THIS AGREEMENT AND AM FULLY AWARE OF ITS LEGAL EFFECT. I HAVE ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY AND BASED ON MY OWN JUDGMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT.

Date:	August 29, 2006	/s/ Joseph Lawrence Mauro
		Employee Signature

		Joseph Lawrence Mauro.
		Name (type or print)
Accepted and Agreed to:

Teragenix Corporation

By:	/s/ Judi Irving

Name:	Judi Irving

Title:	CEO

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EX-99.2 3 v092843_ex99-2.htm Unassociated Document

EXHIBIT 99.2

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment by Teragenix Corporation (the "Company") and the compensation I receive from the Company, I agree that:

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3. Intellectual Property.

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Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

Result from any work performed by the employee for the employer.

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3.8 I understand that nothing in this Agreement is intended to expand the scope of protection provided me by Sections 2870 through 2872 of the California Labor Code.

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Date: August 29, 2006		/s/ Valentin Adia
		Employee Signature

		Valentin A. Adia, Jr.
		Name (type or print)

Accepted and Agreed to:

Teragenix Corporation

By:	/s/ Judi Irving

Name:	Judi Irving

Title:	CEO

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EX-99.3 4 v092843_ex99-3.htm Unassociated Document

EXHIBIT 99.3

NONCOMPETITION AGREEMENT

This Noncompetition Agreement (the “Agreement”) is made as of August 29, 2006, by and among (a) HemaCare Corporation, a California corporation (“Buyer”), (b) Teragenix Corporation, a Florida corporation (the “Company”), and (c) Joseph Mauro, an individual resident of the state of Florida (the “Seller”), and the holder of 27,306, or seventy-six and nine-tenths percent (76.9%), of the outstanding shares of capital stock of the Company. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in that certain Stock Purchase Agreement, dated as of August 29, 2006 (the “Stock Purchase Agreement”), by and among Buyer, the Seller and Valentin Adia, an individual resident of the state of Florida (the “Other Seller”, and together with the Seller, the “Sellers”).

RECITALS

A. The Seller owns 27,306 shares of the outstanding capital stock of the Company (the “Shares”), or seventy-six and nine-tenths percent (76.9%) of all of the issued and outstanding shares of capital stock of the Company.

B. Buyer and the Sellers have entered into the Stock Purchase Agreement, pursuant to which the Seller has agreed to sell, and Buyer has agreed to purchase, all of the Shares (the “Acquisition”), and as a result of which Buyer will acquire all of the outstanding capital stock of the Company and therefore the entire customer goodwill of the Company associated with the Company’s ongoing business (including, without limitation, associated with the Company’s trade names, trade marks, service marks and trade dress) in the geographic areas in which the Company conducts its Business (as defined below).

C. Concurrent with the execution of this Agreement, the Company and the Seller have entered into an Employment Agreement of even date herewith (the “Employment Agreement”).

D. In connection with the Acquisition, Buyer and the Company desire to obtain certain covenants not to compete from the Seller. The execution and delivery of this Agreement by the Seller is a condition precedent to the obligations of Buyer to consummate the Acquisition under the Stock Purchase Agreement. The Seller enters into this Agreement in consideration of the execution and performance by Buyer of the Stock Purchase Agreement, as permitted by the laws of the State of Florida, including, without limitation, Florida Statutes § 542.33, and by the laws of the State of California, including, without limitation, California Business and Professions Code § 16601.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:

1. Intention of Parties. It is understood and expressly agreed by the Seller that the restrictive covenant provisions of this Agreement have been accepted and agreed to by him in connection with the transactions contemplated by the Stock Purchase Agreement, and that the Seller is entering into this Agreement in his capacity as a selling shareholder of the Company, and not in his capacity as a director, officer or employee of the Company or in connection with the Employment Agreement. It is therefore the specific intention of the parties that the provisions of this Agreement shall be enforced as written and to the fullest extent possible.

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2. Business Defined. As used herein, the term “Business” means the business carried on by the Company as of the date hereof, or any similar business, including, without limitation, the business of providing products and services to the in vitro diagnostic and biopharmaceutical industries, including, without limitation, the offer of clinical trial management services, biological materials, quality control products, central laboratory testing and other product development and research solutions with respect to, inter alia, infectious diseases, oncology, rheumatology, endocrinology, cardiology and genetic disorders and all related fields.

3. Noncompetition.

(a) During the period commencing on the date hereof and terminating on the last to occur of (i) August 29, 2009 and (ii) the termination of the Employment Agreement (the “Noncompetition Period”), the Seller shall not, and the Seller shall cause his Affiliates (as defined below) to not, directly or indirectly, carry on a business that is competitive to the Business or own, enter into, engage in, operate, manage, control, participate in, advise, assist, contribute or give or lend funds to or otherwise finance, be employed by or render services to or consult with, or have a financial or other interest in, any business (including without limitation any division, group or franchise of a larger organization) which competes with the Business (or any part thereof), in each case within any state of the United States of America (the “Territory”), and in each case whether for or by himself or as an employee, independent contractor, agent, shareholder, partner or joint venturer or in any capacity for any other person, individual, corporation, limited liability company, partnership, joint venture or other entity or business organization (a “Person”); provided, however, that the record or beneficial ownership by the Seller of 5% or less of the outstanding publicly-traded capital stock of such a Person shall not be deemed to be a violation of this Agreement if the Seller is not a partner, member, principal, officer, director, employee, independent contractor, investor, lender, advisor or agent of or to such Person; provided, however, that if, and for so long as, Buyer is in material breach of any obligation under the Employment Agreement or the Stock Purchase Agreement, the Seller shall send Buyer a written notice of such breach, and from the date such notice is given to Buyer until such date as Buyer has cured such breach, the provisions of this Section 3(a) shall not apply to the Seller. For purposes of this Agreement, an “Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, and the term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The Seller agrees that the foregoing covenant is reasonable with respect to its duration, geographical area, and scope.

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(b) The Seller warrants and represents that he does not have any financial or other interest in any Person that carries on any activity from which the Seller is prohibited under Section 3(a). If, after the date hereof, the Seller has any financial or other interest or engages directly or indirectly in a line of business that competes with the Business within the Territory or otherwise carries on any activity in which the Seller is prohibited to engage under Section 3(a), then the Seller shall divest all of his interest in such Person within thirty (30) days after such Person enters such line of business. The requirement to divest as set forth above shall apply only during the Noncompetition Period and not thereafter.

4. Nondisparagement; Referrals. During the Noncompetition Period, the Seller agrees that he shall not, and shall cause his Affiliates to not, either directly or indirectly, solicit, induce, attempt to influence, or take any action that may have the effect of discouraging any past or present lessor, licensor, customer, supplier, licensee, business prospect or other business associate of the Company from entering into or maintaining, or causing it to terminate or cease, the same relationships with the Company after the Closing Date as it maintained with the Company prior to the Closing Date, and during the Noncompetition Period shall refer, and shall cause his Affiliates to refer, all customer inquiries relating to the Business to the Company as soon as possible after receiving such inquiries. The Seller will not, at any time during or after the Noncompetition Period, directly or indirectly disparage Buyer or the Company, or any of their respective shareholders, directors, officers, employees or agents.

5. Nonsolicitation.

(a) During the Noncompetition Period, the Seller will not, directly or indirectly, either for himself or any other Person, (i) solicit or attempt to induce any employee of the Company to leave the employ of the Company, (ii) in any way interfere with the relationship between the Company and any employee of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, or business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of the Company.

(b) The Seller will not, directly or indirectly, either for himself or any other Person, solicit the business of any Person known to the Seller to be a customer of the Company, whether or not the Seller had personal contact with such Person, with respect to products, services or activities which compete in whole or in part with the products, services or activities of the Company.

6. Extension of Noncompetition Period. In the event of a breach by the Seller of any covenant set forth in this Agreement limited by the term of the Noncompetition Period, the term of the Noncompetition Period as applied to such breached covenant shall be extended by the period of the duration of such breach. If Buyer or the Company obtains actual knowledge of such breach by the Seller, Buyer or the Company shall provide notice to the Seller of such breach as promptly as reasonably possible; provided, that Buyer’s or the Company’s failure to provide the Seller with such notice shall not serve as a waiver of any of Buyer’s or the Company’s rights hereunder.

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7. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

Seller:	Teragenix Corporation
	5440 NW 33^rd Avenue, Suite 108
	Ft. Lauderdale, FL 33309
	Attn: Joseph Mauro
	Facsimile No.: (954) 343-0181

with a copy to:	Blank Rome LLP
	Attn: Bruce C. Rosetto
	1200 N. Federal Highway, Suite 417
	Facsimile No.: (561) 417-8145

Buyer:	HemaCare Corporation
	21101 Oxnard Street
	Woodland Hills, California 91367
	Attention: Judi Irving
	Facsimile No.: (818) 226-1968

with a copy to:	Sheppard, Mullin, Richter & Hampton LLP
	333 South Hope Street, 48th Floor
	Los Angeles, California 90071
	Attention: Brette S. Simon, Esq.
	Facsimile No.: (213) 620-1398

8. Jurisdiction; Service Of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of California, County of Los Angeles, or, if it has or can acquire jurisdiction, in the United States District Court for the Central District of California, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

9. Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement.

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10. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

11. Entire Agreement And Modification. This Agreement, together with the provisions of the Stock Purchase Agreement relating hereto, constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

12. Assignments, Successors, And No Third Party Rights. Neither party may assign any of its rights under this Agreement without the prior consent of the other parties; provided, however, that Buyer may at any time freely assign any or all of its rights under this Agreement, in whole or in part, to any Subsidiary of Buyer or to any Person succeeding to or acquiring the business of the Buyer without obtaining the consent or approval of the Seller or of any other Person. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.

13. Enforceability, Adjustment of Restrictions and Severability. If any provision contained in this Agreement is held by any court or arbitrator of competent jurisdiction to be unenforceable because of the duration of such provision, the geographic area covered thereby or otherwise, the court or arbitrator making such determination shall have the power to, and is hereby directed by the parties to, reduce the duration or geographic area of such provision or otherwise modify such provision, and, in its reduced or modified form, such provision shall be enforceable. If any provision of this Agreement should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (i) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, and (ii) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

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14. Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

15. Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

16. Governing Law. This Agreement will be governed by the Legal Requirements of the State of California without regard to conflicts of laws principles.

17. Remedies. The Seller acknowledges that, in the event of any breach or anticipatory or threatened breach by him of any of the provisions of this Agreement, the remedies available to Buyer and the Company at law may be inadequate, and hereby agree that, in addition to any other remedies that may be available to Buyer and the Company, Buyer and the Company shall be entitled to seek temporary or permanent injunctive relief without the necessity of proving damages or posting a bond. Such remedies shall be cumulative and nonexclusive and shall be in addition to any other remedy to which the parties may be entitled (and shall be in addition to divestiture by the Seller pursuant to Section 3(b) hereof).

18. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts and via facsimile, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, Buyer, the Company and the Seller have duly executed and delivered this Noncompetition Agreement as of the date first above written.

SELLER:

/s/ Joseph Lawrence Mauro
JOSEPH MAURO, an individual

BUYER:

HEMACARE CORPORATION, a California corporation

By:	/s/ Judi Irving
Name:	Judi Irving
Title:	President & CEO

COMPANY:

TERAGENIX CORPORATION, a Florida corporation

By:	/s/ Judi Irving
Name:	Judi Irving
Title:	CEO

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EX-99.4 5 v092843_ex99-4.htm Unassociated Document

EXHIBIT 99.4

NONCOMPETITION AGREEMENT

This Noncompetition Agreement (the “Agreement”) is made as of August 29, 2006, by and among (a) HemaCare Corporation, a California corporation (“Buyer”), (b) Teragenix Corporation, a Florida corporation (the “Company”), and (c) Valentin Adia, an individual resident of the state of Florida (the “Seller”), and the holder of 8,200, or twenty-three and one-tenth percent (23.1%), of the outstanding shares of capital stock of the Company. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in that certain Stock Purchase Agreement, dated as of August 29, 2006 (the “Stock Purchase Agreement”), by and among Buyer, the Seller and Valentin Adia, an individual resident of the state of Florida (the “Other Seller”, and together with the Seller, the “Sellers”).

RECITALS

A. The Seller owns 8,200 shares of the outstanding capital stock of the Company (the “Shares”), or twenty-three and one-tenth percent (23.1%) of all of the issued and outstanding shares of capital stock of the Company.

C. Concurrent with the execution of this Agreement, the Company and the Seller have entered into an Employment Agreement of even date herewith (the “Employment Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:

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3. Noncompetition.

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5. Nonsolicitation.

F-3

Seller:	Teragenix Corporation
	5440 NW 33^rd Avenue, Suite 108
	Ft. Lauderdale, FL 33309
	Attn: Valentin Adia
	Facsimile No.: (954) 343-0181

with a copy to:	Blank Rome LLP
	Attn: Bruce C. Rosetto
	1200 N. Federal Highway, Suite 417
	Facsimile No.: (561) 417-8145

Buyer:	HemaCare Corporation
	21101 Oxnard Street
	Woodland Hills, California 91367
	Attention: Judi Irving
	Facsimile No.: (818) 226-1968

with a copy to:	Sheppard, Mullin, Richter & Hampton LLP
	333 South Hope Street, 48th Floor
	Los Angeles, California 90071
	Attention: Brette S. Simon, Esq.
	Facsimile No.: (213) 620-1398

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15. Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

16. Governing Law. This Agreement will be governed by the Legal Requirements of the State of California without regard to conflicts of laws principles.

[Signature Page Follows]

F-6

IN WITNESS WHEREOF, Buyer, the Company and the Seller have duly executed and delivered this Noncompetition Agreement as of the date first above written.

SELLER:

/s/ Valentin Adia
VALENTIN ADIA, an individual

BUYER:

HEMACARE CORPORATION, a California corporation

By:	/s/ Judi Irving
Name:	Judi Irving
Title:	President & CEO

COMPANY:

TERAGENIX CORPORATION, a Florida corporation

By:	/s/ Judi Irving
Name:	Judi Irving
Title:	CEO

S-1

EX-99.5 6 v092843_ex99-5.htm Unassociated Document

EXHIBIT 99.5

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”) is made as of August 29, 2006, by Teragenix Corporation, a Florida corporation (the "Debtor"), to and in favor of Joseph Mauro (the “Secured Party”).

Recitals:

A. In connection with the transactions contemplated by the Stock Purchase Agreement, dated as of August 29, 2006 (the “Stock Purchase Agreement”), by and among the Debtor, Valentin Adia and HemaCare Corporation (the “Parent”), pursuant to which the Parent agreed to purchase all of the issued and outstanding shares of capital stock of the Debtor, the Secured Party received a promissory note in the principal amount of $153,800, of even date herewith, executed by the Parent in favor of the Secured Party (the “Note”).

B. To induce the Secured Party to provide the credit to the Parent evidenced by the Note, and in consideration therefor, the Debtor has agreed to grant to the Secured Party the security interest in the Collateral (as defined below) set forth in this Agreement in order to secure: (i) the Parent’s full and timely payment and performance of all of its obligations under the Note and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Debtor under or pursuant to this Agreement (collectively, the “Secured Obligations”).

Agreement:

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

(a) “Accounts” means the right of the Debtor to payment for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance.

(b) “Collateral” means all personal property of the Debtor, whether now owned or hereafter acquired and wherever located, including all of the Debtor’s direct or indirect right, title and interest in and to any and all of the following:

(i) all “accounts” (as such term is defined in UCC), including all Accounts, contract rights and general intangibles (including all tax refunds and claims therefor), receivables and claims whether now or hereafter arising, all guaranties and security therefor and all of the Debtor’s right title and interest in the goods purchased and represented thereby, if any, including all of the Debtor’s rights in and to returned goods and rights of stoppage in transit, replevin and reclamation as unpaid vendor;

(ii) all chattel paper (including both electronic chattel paper and tangible chattel paper);

(iii) all documents and instruments;

(iv) all letters of credit and letter-of-credit rights;

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(v) all supporting obligations;

(vi) all deposit accounts;

(vii) all investment property and financial assets;

(viii) all Inventory and all accessions thereto and products thereof and documents therefor;

(ix) all furniture, fixtures, equipment and machinery, wherever located and whether now or hereafter existing, and all parts thereof, accessions thereto, and replacements therefor and all documents and general intangibles covering or relating thereto;

(x) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and any other designs or sources of business identifiers, indicia of origin or similar devices, all registrations with respect thereto, all applications with respect to the foregoing, and all extensions and renewals with respect to any of the foregoing, together with all of the goodwill associated therewith, in each case whether now or hereafter existing, and all rights and interest associated with the foregoing;

(xi) all copyrights, and all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, and all right, title and interest to make and exploit all derivative works based on or adopted from works covered by such copyrights, all registrations with respect thereto, all applications with respect to the foregoing, and all extensions and renewals with respect to any of the foregoing, together with all rights and interests associated with the foregoing;

(xii) all patents, patent applications, and patentable inventions, all continuations, divisions, renewals, extensions, modifications, substitutions, continuations-in-part, or reissues of any of the foregoing, the right to sue for past, present, and future infringements of any of the foregoing, all income, royalties, profits, damages, awards, and payments relating to or payable under any of the foregoing, and all other rights and benefits relating to any of the foregoing throughout the world;

(xiii) all general intangibles (including all payment intangibles);

(xiv) all software including computer programs and supporting information provided in connection with a transaction relating to the program, and computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program whether or not the program is associated with the goods in such a manner that it customarily is considered part of the goods, and whether or not, by becoming owner of the goods, a person acquires a right to use the program in connection with the goods, and whether or not the program is embedded in goods that consist solely of the medium in which the program is embedded;

(xv) all health care insurance receivables;

(xvi) all commercial tort claims;

(xvii) all books and records pertaining to all of the foregoing property, including computer programs, data, certificates, records, circulation lists, subscriber lists, advertiser lists, supplier lists, customer lists, customer and supplier contracts, sales orders, and purchasing records; and

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(xviii) all products and proceeds of the foregoing, including proceeds of insurance policies.

Anything contained in this Section 1(b) to the contrary notwithstanding, the term “Collateral” shall not include, and the Secured Party shall not have a security interest or lien in, (x) any rights or interests in any contract, permit, license, franchise, charter or license agreement (each, a “Restricted Agreement”) covering personal property that are now or hereafter held by the Debtor; (y) any rights or property to the extent that any valid and enforceable law or regulation applicable thereto prohibits the creation of a security interest therein; or (z) any rights or property that is now or hereafter will be held by the Debtor as a lessee, licensee or debtor under purchase money secured financing, in each case to the extent that: (i) as a result of the grant of a security interest therein, the Debtor’s rights in or with respect to such assets would be forfeited or the Debtor would be deemed to have breached or defaulted under the applicable Restricted Agreement, law, regulation or purchase money secured financing agreement that governs such assets pursuant to restrictions contained in the applicable Restricted Agreement, law, regulation or purchase money secured financing agreement; and (ii) any such restriction is effective and enforceable under applicable law (including Section 9-406, 9-407, 9-408 or 9-409 of the UCC); provided, however, that in no event shall the foregoing be construed to exclude from the security interest created by this Agreement: (1) any and all proceeds of such assets, or (2) such assets at any time that the consent of the other party to the Restricted Agreement is obtained to the grant of a security interest in and to such assets in favor of the Secured Party, which consent the Debtor agrees that it will use its best efforts to obtain upon the Secured Party’s request. Immediately upon the ineffectiveness, lapse or termination of any of the foregoing restrictions, the term “Collateral” shall include, and the Debtor shall be deemed to have granted a security interest in, all such rights, interests or other assets, as the case may be, as if such provision had never been in effect.

(c) “Inventory” means all goods, now owned or hereafter acquired by the Debtor, wherever located, that are held for sale or lease or are to be furnished under any contract of service (including raw materials, work in process, finished goods and materials used or consumed in the manufacture or production thereof, goods in which the Debtor has an interest in mass or a joint or other interest or rights of any kind, and goods which have been returned to or repossessed or stopped in transit by the Debtor).

(d) “Secured Obligations” has the meaning set forth in Recital B above.

UCC Terms. Any term used in the Uniform Commercial Code in effect in the State of California (the “UCC”) and not defined in this Agreement has the meaning given to the term in the UCC.

2. Grant of Security Interest. The Debtor hereby grants to the Secured Party a security interest in all of the Collateral to secure the payment and performance of the Secured Obligations.

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3. Covenants and Rights Concerning the Collateral.

3.1 Filing of Financing Statements. The Debtor agrees to comply with all appropriate laws and to take all actions necessary or desirable in the Secured Party’s reasonable judgment to perfect the Secured Party’s security interest in and to the Collateral, to execute and authorize any financing statement or additional documents that the Secured Party may request and to deliver to the Secured Party a list of all locations of its equipment and Inventory, upon reasonable request by the Secured Party. If any item of Collateral or the proceeds thereof is or becomes evidenced by a note, chattel paper, or instrument, the Debtor shall deliver possession thereof to the Secured Party within ten (10) Business Days thereafter, duly endorsed to the Secured Party, to be held by the Secured Party as Collateral hereunder.

3.2 Additional Covenants and Agreements. The Debtor acknowledges and agrees that:

(a) the Secured Party may at any time and from time to time, pursuant to the provisions of Section 3.1 or applicable law, file financing statements, continuation statements and amendments thereto that describe the Collateral as all assets of the Debtor of the kind pledged hereunder and which contain any other information required by Part 5 of Article 9 of the UCC or any other federal, state or other statute for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, including whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor. The Debtor agrees to furnish any such information to the Secured Party promptly upon request.

(b) the Debtor shall at any time and from time to time, take such steps as the Secured Party may reasonably request for the Secured Party to protect or perfect its security interest in the Collateral, including: (i) use commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Secured Party, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Secured Party; (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such terms are defined in the UCC), with any agreements establishing control to be in form and substance satisfactory to the Secured Party; and (iii) otherwise to insure the continued perfection of the Secured Party’s security interest in any of the Collateral and of the preservation of its rights therein.

(c) Nothing contained in this Section 3.2 shall be construed to narrow the scope of the Secured Party’s security interest in any of the Collateral or the perfection thereof or to impair or otherwise limit any of the rights, powers, privileges or remedies of the Secured Party hereunder.

3.3 Limitations on Obligations Concerning Maintenance of Collateral.

(i) Risk of Loss. The Debtor has the risk of loss of the Collateral.

(ii) No Collection Obligation. The Secured Party shall have no duty to collect any income accruing on the Collateral or to preserve any rights relating to the Collateral.

4. The Debtor’s Representations and Warranties. The Debtor represents and warrants to the Secured Party as follows.

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4.1 Ownership of Collateral. The Debtor is the sole beneficial owner of the Collateral. The security interest created pursuant this Agreement constitutes a valid security interest in the Collateral.

4.2 Chief Executive Office; Name. The Debtor’s chief executive office is located in Florida; its state of incorporation is Florida; and its exact legal name is as set forth in the preamble to this Agreement.

5. Remedies Upon Default. Upon any default or event of default under the Note, the Debtor agrees and acknowledges that the Secured Party may pursue any remedy available at law or in equity to collect, enforce, satisfy or collect any or all of the Secured Obligations then owing, whether by acceleration or otherwise, and the Secured Party shall have, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC and any additional rights and remedies which may be provided to a secured party in any jurisdiction in which the Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Debtor to assemble all or any part of the Collateral at such location or locations within the jurisdiction of the Debtor's principal office or at such other locations as the Secured Party may reasonably designate. The Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party's rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

6. Foreclosure Procedures.

6.1 Notices. The Secured Party shall only be required to give the Debtor such notice of any private or public sale of the Collateral as may be required by the UCC. The Debtor agrees that notice given ten (10) days prior to a public sale or the commencement of efforts for a private sale of the Collateral is commercially reasonable.

6.2 Compliance With Other Laws. The Secured Party will comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

6.3 Purchases by Secured Party. In the event the Secured Party purchases any of the Collateral being sold, the Secured Party may pay for the Collateral by crediting some or all of the Secured Obligations.

7. Miscellaneous.

7.1 Governing Law. Other than matters to which the UCC applies, all questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

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7.2 Waiver; Amendment. Any waiver by the Debtor or the Secured Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of the Debtor or the Secured Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement may be amended only upon the written consent of the Debtor and the Secured Party. Any term of this Agreement may be waived by the Debtor or the Secured Party upon the written consent of the Debtor or the Secured Party (as applicable) that states that it constitutes a waiver to this Agreement and specifies the term(s) of this Agreement being waived.

7.3 Assignment of Rights. This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives.

7.4 Entire Agreement. This Agreement and any other documents expressly referred to herein constitute the entire agreement between the parties hereto relative to the subject matter hereof and supersede all prior agreements (whether written or oral) among the parties hereto concerning the subject matter hereof

7.5 Notices. Except as otherwise expressly set forth herein or in the UCC, all notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All such notices shall be sent to the party to be notified at the address as set forth on the signature pages hereto or at such other address as any party may designate by ten (10) days advance written notice to the other party.

7.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or the validity, legality or enforceability of this Agreement in any other jurisdiction. In such event, this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

7.7 Counterparts; Facsimile Transmission. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of executed signature pages to this Agreement delivered by facsimile transmission shall be considered duly delivered and valid and effective for all purposes.

7.8 Further Assurances. Each party agrees to execute such additional documents or instruments as may be reasonably necessary or desirable in order to carry out the provisions of this Agreement.

7.9 Construction. This Agreement is the result of the joint efforts of the Debtor and the Secured Party, and the provisions hereof have been subject to the mutual consultation, negotiation and agreement of the parties, and no rule of construction shall be applied against any party based on any presumption of that party’s involvement in the drafting of this Agreement. As used herein, the word “including” shall mean “including without limitation”. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	THE DEBTOR:

	TERAGENIX CORPORATION

	By:	/s/ Judi Irving
	Name:	Judi Irving
	Title:	CEO

	ADDRESS:


		Atten: __________________

	THE SECURED PARTY:

	/s/ Joseph Mauro
	Name: Joseph Mauro

	ADDRESS:	12590 Little Palm Lane
		Boca Raton, FL 33428

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EX-99.6 7 v092843_ex99-6.htm Unassociated Document

EXHIBIT 99.6

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”) is made as of August 29, 2006, by Teragenix Corporation, a Florida corporation (the "Debtor"), to and in favor of Valentin Adia (the “Secured Party”).

Recitals:

A. In connection with the transactions contemplated by the Stock Purchase Agreement, dated as of August 29, 2006 (the “Stock Purchase Agreement”), by and among the Debtor, Joseph Mauro and HemaCare Corporation (the “Parent”), pursuant to which the Parent agreed to purchase all of the issued and outstanding shares of capital stock of the Debtor, the Secured Party received a promissory note in the principal amount of $46,200, of even date herewith, executed by the Parent in favor of the Secured Party (the “Note”).

Agreement:

1. Definitions.

(a) “Accounts” means the right of the Debtor to payment for services rendered which is not evidenced by an instrument or chattel paper, whether or not earned by performance.

(ii) all chattel paper (including both electronic chattel paper and tangible chattel paper);

(iii) all documents and instruments;

(iv) all letters of credit and letter-of-credit rights;

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(v) all supporting obligations;

(vi) all deposit accounts;

(vii) all investment property and financial assets;

(viii) all Inventory and all accessions thereto and products thereof and documents therefor;

(xiii) all general intangibles (including all payment intangibles);

(xv) all health care insurance receivables;

(xvi) all commercial tort claims;

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(xviii) all products and proceeds of the foregoing, including proceeds of insurance policies.

(d) “Secured Obligations” has the meaning set forth in Recital B above.

UCC Terms. Any term used in the Uniform Commercial Code in effect in the State of California (the “UCC”) and not defined in this Agreement has the meaning given to the term in the UCC.

2. Grant of Security Interest. The Debtor hereby grants to the Secured Party a security interest in all of the Collateral to secure the payment and performance of the Secured Obligations.

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3. Covenants and Rights Concerning the Collateral.

3.2 Additional Covenants and Agreements. The Debtor acknowledges and agrees that:

3.3 Limitations on Obligations Concerning Maintenance of Collateral.

(i) Risk of Loss. The Debtor has the risk of loss of the Collateral.

(ii) No Collection Obligation. The Secured Party shall have no duty to collect any income accruing on the Collateral or to preserve any rights relating to the Collateral.

4. The Debtor’s Representations and Warranties. The Debtor represents and warrants to the Secured Party as follows.

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4.1 Ownership of Collateral. The Debtor is the sole beneficial owner of the Collateral. The security interest created pursuant this Agreement constitutes a valid security interest in the Collateral.

6. Foreclosure Procedures.

7. Miscellaneous.

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7.8 Further Assurances. Each party agrees to execute such additional documents or instruments as may be reasonably necessary or desirable in order to carry out the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	THE DEBTOR:

	TERAGENIX CORPORATION

	By:	/s/ Judi Irving
	Name:	Judi Irving
	Title:	CEO

	ADDRESS:


		Attn: ___________________

	THE SECURED PARTY:

	/s/ Valentin Adia
	Name: Valentin Adia

	ADDRESS:	10752 Oak Lane Way
		Boca Raton, FL 33498

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