PURCHASE AND SETTLEMENT AGREEMENT
This purchase and settlement agreement is entered into this 6th day of November, 1995,, by and between Paul
W. Ruben and Paul J. Diehl, M.D. (hereinafter referred to as "Sellers") and InMedica Development Corporation,
a Utah corporation (hereinafter referred to as "Buyer").
Whereas, Sellers have developed certain non-invasive hematocrit measuring technology (hereinafter referred to
as "the technology") and Buyer desires to purchase the technology.
Wherefore, the parties agree as follows:
Sellers agree to sell the technology to Buyer in consideration of the sum of $200,000, including a down payment
of $98,000, certified funds, paid jointly to the Sellers upon execution of this agreement by all parties hereto and a
promissory note executed by the Buyer's duly authorized representative, and personally guaranteed by Buyer's
president, Larry E. Clark, payable jointly to the Sellers for a total sum of $102,000, with interest at the rate of
10% per annum, payable in four installments, with the first installment of $25,500 due on or before January 15,
1996, the second installment of $25,500 due on or before April 15, 1996, the third installment of $25,500 due
on or before July 15, 1996, and the final installment of $25,500 together with accrued interest due on or before
October 15, 1996.
Upon receipt of the down payment, Paul W. Ruben will deliver the portable prototype to Dr. Alan Kaminski or
Buyer's other duly designated representative. During the two week period immediately following the delivery of
the prototype Paul W. Ruben will deliver all prototypes, notebooks, faxes, test date, schematic drawings, circuit
board artwork, and software source code relating to this project to Dr. Kaminski or Buyer's other duly
designated representative. During this two week period, Paul W. Ruben will provide up to 56 hours of free
consultation to explain the theory, discuss findings, and answer any questions to the best of his ability.
Following the two-week pe