THIS PURCHASE AGREEMENT made and entered into by and between TRI-STATE LASER
CORPORATION, which has its principal place of business at 3731 State Route 50, Williamsburg, OH 45176
(hereinafter referred to as "Seller"), and LIGHT TOUCH VEIN & LASER, INC., whose address is 10663
Montgomery Road, Cincinnati, OH 45242 (hereinafter referred to as "Purchaser").
WHEREAS, Seller is the owner of certain tangible and intangible assets used in the business of laser surgery; and
WHEREAS, Seller desires to sell and convey such assets, certain liabilities and obligations to Purchaser upon the
provisions set forth; and
WHEREAS, Purchaser desires to purchase such assets, assume certain liabilities and obligations from Seller for
the purpose of conducting the business engaged in by Seller.
NOW, THEREFORE, in consideration of the above premises and the mutual promises, covenants,
understandings, representations and warranties hereinafter contained, the parties agree as follow:
Seller agrees to sell and convey to Purchaser all of the tangible and intangible assets as hereinafter set forth in
Paragraph 2. The agreements of Seller and Purchaser herein are expressly conditioned upon the terms,
conditions, covenants, representations and warranties as hereinafter set forth.
2. PROPERTY PURCHASED.
A. ASSETS. The properties which Seller shall convey hereunder shall be certain tangible and intangible assets
used by Seller in the operation of its business, including the name "TRI-STATE LASER" as shown on the
attached schedule designated "ASSETS" (Exhibit "A").
B. LIABILITIES. Seller acknowledges that Purchaser is acquiring Seller's ASSETS and is assuming certain
liabilities of Seller and obligations of Seller as shown on the attached schedule designated "LIABILITIES and
OBLIGATIONS" (Exhibit "B"). Seller will indemnify and hold Purchaser harmless against all claims for product,
service and liability against Seller arising out of operations by Seller before Closin