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Microcap & Penny Stocks : Kaire Holdings - $0.50 stock- $3 to $4 Book Value -- Ignore unavailable to you. Want to Upgrade?

To: Michael E. Baldino who wrote (1031)	12/11/1998 12:23:00 PM
From: Michael E. Baldino	Read Replies (1) \| Respond to of 1640

Doesn't this show the terms of the deal??? I got this from following this link: sec.gov In exchange for the Kaire Assets, on the Closing Date the Company shall issue (i) to Kaire, the $2,800,000 aggregate stated value of Series F Preferred Stock; (ii) to two creditors of Kaire, the $350,000 aggregate stated value of Series G Preferred Stock; and (iii) to Kaire, the Acquisition Warrants. In addition, NHTC has agreed to make certain payments to Kaire each year for a period of five (5) years (the "NHTC Net Income Payments") commencing with the year ending December 31, 1999, to be determined as follows: -14- <PAGE> (i) 25% of the Net Income (as determined based upon the year end audited financial statements of NHTC prepared in accordance with GAAP consistently applied) of NHTC, if the Net Sales (as determined based upon the year-end audited financial statements of NHTC prepared in accordance with GAAP consistently applied) of NHTC in any such year are between $1.00 and $10,000,000; (ii) 33% of NHTC's Net Income if its Net Sales are between $10,000,000 and $15,000,000; (iii) 40% of NHTC's Net Income if its Net Sales are between $15,000,000 and $40,000,000; and (iv) 50% of NHTC's Net Income if its Net Sales are in excess of $40,000,000. The NHTC Net Income Payments shall be reduced on a dollar-for-dollar basis to the extent of (A) all indebtedness of Kaire assumed by NHTC pursuant to the Acquisition Agreement; (B) all other direct and/or indirect costs or expenses assumed and/or otherwise incurred by NHTC and/or the Company of, or resulting from, Kaire including, but not limited to, litigation costs, including, but not limited to, reasonable attorneys' fees, payments of sales or other taxes, expenses of officers of Kaire, and other payments or expenses resulting directly and/or indirectly from the transactions contemplated by the Acquisition Agreement; and (C) any reasonable inter-company obligations of the Company to NHTC resulting from third party payments made by the Company on behalf of (or allocable proportionately to) NHTC by the Company) that resulted from the transactions contemplated by the Acquisition Agreement. In addition, all amounts set-off against NHTC Net Income Payments are cumulative and shall if not set-off in the year they are paid (or incurred) because NHTC did not have a sufficient amount of Net Income (or for any other reason), such set-off amounts shall accrue and be used as a set-off in the earliest possible year or years. Pursuant to the Acquisition Agreement, NHTC has agreed to assume certain specified liabilities of Kaire including: (i) approximately $475,000 owed to MW International Inc.; (ii) approximately $50,000 owed to Manhattan Drug Company; (iii) approximately $120,000 in the aggregate owed to Robert Richards and Mark Woodburn (both officers and directors of Kaire); (iv) up to approximately $120,000 in unpaid payroll taxes of Kaire up to the Closing Date; and (v) up to $180,000 owed to STAR Financial Bank. The closing of the Asset Acquisition is also subject to a number of conditions precedent including, but not limited to: (i) delivery of all required consents and approvals of the parties to the transactions contemplated by the Acquisition Agreement, (ii) the Kaire Assets being delivered to NHTC at the closing of the Asset Acquisition free and clear of all liens, claims, restrictions and other encumbrances, and (iii) the Company's Common Stock remaining listed on NASDAQ.