EXHIBIT 10.2
REDEMPTION AGREEMENT
This REDEMPTION AGREEMENT (the "Agreement") is entered into as of the 5th day of November, 2002
(the "Effective Date"), by and among IVAX DIAGNOSTICS, INC., a Delaware corporation (the "Company"),
TITANIUM HOLDINGS GROUP, INC., a Nevada corporation ("Titanium"), RANDALL K. DAVIS, a
natural person ("Davis" and, together with Titanium, the "Sellers"), STEVEN ETRA, a natural person ("Etra"),
and RICHARD KANDEL, a natural person ("Kandel").
PRELIMINARY STATEMENTS
WHEREAS, Titanium, Davis, Etra and Kandel are each the record and beneficial owners of that number of
shares of the Common Stock, par value $0.01 per share, of the Company (the "Common Stock") set forth
opposite to their respective names on Exhibit A hereto; and
WHEREAS, the Sellers desire to sell to the Company, and the Company desires to redeem from the Sellers, free
and clear of all Liens (as hereinafter defined), an aggregate of 871,473 shares of Common Stock (the "Purchased
Shares") upon the terms and subject to the conditions of this Agreement; and
WHEREAS, Titanium, Etra, and Kandel (the "Optionors") desire to grant the Company an option to acquire
from the Optionors, free and clear of all Liens, an aggregate additional 657,125 shares of Common Stock (the
"Option Shares") upon the terms and subject to the conditions of this Agreement; and
WHEREAS, as a condition to the willingness of the Company to enter into this Agreement, the Company has
requested that Titanium, Davis, Etra, and Kandel each agree, and, in order to induce the Company to enter into
this Agreement, each of them have agreed to certain limitations on their ownership of certain of their remaining
shares of Common Stock and to certain other undertakings;
NOW, THEREFORE, in consideration of the premises and the terms, covenants and agreements set forth herein,
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
PURCHASE AN