PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is made and entered into as of this 28th day of July, 2000, by
and between CRAMAR TECHNOLOGIES, INC., a Colorado corporation ("Seller"), ACOUSTIC
MARKETING RESEARCH, INC. , a Colorado corporation d/b/a/ Sonora Medical Systems, Inc.
("Purchaser") and RANDY MUELOT, in his individual capacity ("Muelot").
R E C I T A L S
A. Seller is in the business of servicing and refurbishing medical imaging technology devices.
B. Muelot is the President and majority shareholder of Seller.
C. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser certain of Seller's assets, as
more specifically identified below.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the
parties agree as follows:
1. Purchase and Sale of Assets. On the Closing Date, as hereinafter defined, Seller shall sell and transfer to
Purchaser and Purchaser shall purchase and accept from Seller, free of all encumbrances and liens, the following
(a) All of Seller's right, title and interest in and to the parts and supplies specifically identified in EXHIBIT A
attached hereto and incorporated herein by this reference (the "Parts and Supplies Inventory");
(b) All of Seller's right, title and interest in and to Seller's customer data base (the "Data Base");
(c) All of Seller's right, title and interest in and to that certain Reseller Agreement dated March 12, 2000, by and
between Seller and MPACS, LLC, a Wisconsin limited liability company ("MPACS"), a photocopy of which is
attached hereto as EXHIBIT C and incorporated herein by this reference (the "MPACS Agreement");
(d) All of the Seller's right, title and interest in and to all of Seller's service contracts (the "Service Contracts");
(e) All of Seller's right, title and interest in and to all furniture, fixtures, equipment and miscellaneous personal
property (exclusive of Muelot's personal computer, Quic