**Exhibit 2.3**

 

EXECUTION COPY

 

**STOCKPURCHASE AGREEMENT**

 

This Stock Purchase Agreement (the “Agreement”)is entered into on September 7, 2004 (the “Execution Date”), by andamong, Mr. Carlos Francisco Lazo de la Vega Jasso (“Mr. CarlosLazo”), a Mexican individual with his principal place of business locatedat Juárez No. 18 A, Tlacopac, 01040, Mexico, Federal District; Mr. HéctorJesús Chuliá de la Torre (“Mr. Héctor Chuliá” and, together with Mr. CarlosLazo, the “Sellers”), a Mexican individual with his principal place ofbusiness located at Juárez No. 18 A, Tlacopac, 01040, Mexico, FederalDistrict, and MediCor Latin America, S.A. de C.V. (“MediCor LA”), acompany organized and existing under the laws of Mexico, with its principalplace of business located at Juárez No. 18 A, Tlacopac, 01040, Mexico,Federal District, and International Integrated Management, Inc. (“IIM”and, together with MediCor LA, the “Buyers”), a limited corporation dulyincorporated and validly existing under the laws of Delaware, United States ofAmerica, with its principal place of business located at 4560 South DecaturBoulevard, Suite 300, Las Vegas, Nevada, 89103-5253, United Statesof America, with the appearance of Dermatological Medical Products andSpecialties, S.A. de C.V. (“Dermedics”), a company organized andexisting under the laws of Mexico, with its principal place of business locatedat Juárez No. 18 A, Tlacopac, 01040, Mexico City, Federal District,pursuant to the following recitals, representations, warranties and clauses.

 

**RECITALS**

 

**WHEREAS**, on August 25,2004, Sellers and MediCor, Ltd. (“MediCor”) entered into a promise ofsale agreement (the “Promise of Sale Agreement”) by means of whichSellers promised to sell to MediCor, or to the entity or entities designated inwriting by MediCor, and MediCor promised to purchase from Sellers 300,000common, fully paid in shares representing the corporate capital of Dermedics,upon the occurrence of certain conditions to which such Promise of Sale wassubject; and,

 

**WHEREAS**, all conditionsto which the Promise and Sale Agreement was subject have occurred and/oroccurrence thereof has been duly waived by MediCor.

 

**REPRESENTATIONS**

 

I.             Buyers represent,through their legal representative, that:

 

a)            (i)            MediCorLA is a Mexican *sociedad anónima de capital variable*(variable capital stock corporation) duly incorporated and validly existing inaccordance with the laws of Mexico, as evidenced in public instrument number531, dated August 31, 2004, granted before Mr. Guillermo EscamillaNarváez, Notary Public No. 243 of the Federal District, which first truecopy is pending registration in the Public Registry of Commerce of Mexico,Federal District, due to its recent incorporation, and (ii) IIM is alimited corporation duly incorporated, validly existing and in good standingunder the laws of Delaware, United States of America.

 

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b)            Eachis duly authorized to enter into this Agreement and to assume the obligationscontained herein, and that no corporate approval or authorization is requiredfor the execution and delivery of this Agreement, other than those approvals orauthorizations which have been previously obtained.

 

c)            Theirlegal representative, Mr. Theodore R. Maloney, has sufficient authority toenter into this Agreement on their behalf, which authority has not beenrevoked, limited or modified in any manner whatsoever as of the date of thisAgreement.

 

d)            Itis their will and desire to enter into this Agreement with Sellers, in order toacquire from Sellers, in the proportions set out in Second Clause of thisAgreement, the Shares (as defined below), free and clear from any Lien (asdefined below).

 

II.            Sellers representthat:

 

a)            Theyare Mexican individuals with full capacity to enter into this Agreement andassume the obligations contained herein, and that they do not needauthorization from their spouses to enter into this Agreement, since they aremarried under separate assets regime.

 

b)            Theexecution and delivery of this Agreement do not contravene the provisions, anddo not and will not constitute a breach of any agreements, covenants orobligations to which any of them is a party or bound to comply.

 

c)            (i) Mr. CarlosLazo is the owner of record of 150,000 (One Hundred Fifty Thousand) common,fully paid in shares representing the corporate capital of Dermedics (“Mr. Lazo’sShares”), and (ii) Mr. Héctor Chuliá is the owner of record of150,000 (One Hundred Fifty Thousand) common, fully paid in shares representingthe corporate capital of Dermedics (“Mr. Chuliá’s Shares” and, togetherwith Mr. Lazo’s Shares, the “Shares”), which Shares are free andclear from any Lien.

 

d)            Subjectto the terms and conditions set forth in this Agreement, it is their will anddesire to enter into this Agreement with Buyers in order to sell, in the proportionsset out in Second Clause of this Agreement, the Shares.

 

III.           Sellers jointlyrepresent and warrant that:

 

a)            Dermedicsis a Mexican *sociedad anónima de capital variable*(variable capital stock company) duly incorporated and validly existing underthe laws of Mexico, as evidenced in public instrument number 123,322 dated May 28,2004, granted before Mr. Ignacio R. Morales Lechuga, Notary Public number116 of the Federal District, which first true copy was duly registered on July 2nd,2004 before the Public Registry of Property and Commerce of Mexico, FederalDistrict, under Mercantile Folio No. 321005.

 

b)            Theexecution and delivery of this Agreement and the performance of Sellers’obligations hereunder have been duly and validly authorized by all necessaryaction, and no other proceedings are necessary to authorize such execution,delivery and performance. Furthermore, Sellers’ obligations under thisAgreement constitute valid and

 

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binding obligations of each Seller, enforceable against them inaccordance with their respective terms.

 

c)            Asof the date of execution hereof, the corporate capital of Dermedics equals theamount of Mx.Cy.$300,000.00 (Three Hundred Thousand Pesos 00/100, Mexican Currency),which amount has been totally contributed and is duly represented by theShares.

 

d)            TheShares are free and clear of any Lien, and all Shares have been duly authorizedand issued by Dermedics and are fully subscribed and have been paid in bySellers. For purposes of this Agreement the term “Lien” means any lien,mortgage, pledge, assignment, security interest, charge or encumbrance of anykind (including any conditional sale or other title retention agreement, anylease in the nature thereof, and any agreement to give any security interest)and any option, trust or other preferential arrangement having the practicaleffect of any of the foregoing.

 

e)            Dermedicsdoes not own, directly or indirectly, any shares, participation interests orsecurities of other companies, whether civil or commercial, nor does it haveany right or option to acquire any shares, participation interests orsecurities issued by any such companies.

 

f)             NeitherSellers nor Dermedics have entered into any agreements by means of which theygranted to a third party a right or option to acquire any shares issued byDermedics or other securities convertible into shares of Dermedics, andDermedics has not registered in its accounting records any contributions madeby its shareholders which in the future may be subject of a capital increase.

 

g)            Exceptfor the Shares, there are no other shares issued by Dermedics pendingsubscription and/or payment.

 

h)            Dermedicsis not a trustee or beneficiary under any trust agreement.

 

i)             Dermedicsis not subject of any dissolution, liquidation, bankruptcy, payment suspensionand/or reorganization proceeding or event, and Sellers are not knowledgeablethat a third party intends to commence a proceeding seeking Dermedic’sdissolution, liquidation, bankruptcy, payment suspension and/or reorganizationaccording to the Mexican General Law of Business Organizations or theReorganizations Law.

 

j)             Thereare no claims, actions, suits, proceedings, labor disputes or investigationspending resolution or, to the knowledge of Sellers, threatened before anydomestic (either federal or state, wherever applicable), local or foreign courtor governmental, administrative or regulatory authority or before anyarbitrator of any nature, brought by or against Dermedics, any Seller, or anyof their Affiliates, which involve, affect or relate to any assets, propertiesor operations of Dermedics or the transactions contemplated herein.

 

k)            Sincethe date of its incorporation and as of the Execution Date, Dermedics has nothad, nor does it have any employees. Therefore:

 

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(i)            Dermedicshas not entered into any collective bargaining agreements with any union;

 

(ii)           Thereare no suits, claims, demands, litigations and/or arbitrations of a labornature commenced by Dermedics against an employee or by an employee againstDermedics, and Sellers are not knowledgeable of any possible suit, claim,demand, litigation and/or arbitration of a labor nature which could becommenced against Dermedics;

 

(iii)          Thereis no threatening or pending labor conflict, strike, work stoppage orpremises’ obstruction derived from employees’ claims or commenced by thirdparties rendering services to Dermedics, and, to Sellers’ knowledge, there areno events which could cause in any of the foregoing to occur;

 

(iv)          Dermedicsis not obliged to comply with any labor obligations, including, withoutlimitation, payment of contributions to the Mexican Institute of SocialSecurity, to the Retirement Savings System or to the National Institute of theHousing Fund;

 

(v)           Dermedicshas not established fringe benefits for any employee; and,

 

(vi)         Dermedicsis not obliged to pay any salaries, labor benefits, additional compensations,incentives, Christmas bonuses, vacations and/or other compensations derivedfrom the Mexican labor legislation.

 

l)             **Exhibit “A”** of this Agreement contains a list of all FirstLevel Officers (as defined below) of Dermedics, its attorneys in fact, and anyand all compensations, additional compensations, incentives and/or benefitsreceived by such First Level Officers and attorneys in fact from Dermedics. Forpurposes of this Agreement, the term “First Level Officers” means thesole manager or the members of the Board of Directors of Dermedics, as the casemay be, the chief executive officer, the chief financial officer, the chiefoperating officer, the managing directors of Dermedics, and any other personsperforming managerial activities in Dermedics.

 

m)           Dermedicshas not entered into any written or oral agreement with any First Level Officerby means of which Dermedics has agreed to pay to any such First Level Officerany indemnities or severance payments in excess of the amounts set forth in theMexican Federal Labor Law, or connected to any other circumstances such aschange in control or target compliance or achievement in the performance oftheir duties.

 

n)            Inperforming its commercial activities, Dermedics has timely and properlycomplied with any and all health and/or environmental related obligations,whether municipal, local or federal, and its business premises or facilities,whether owned or leased, comply in all material respects with any and allapplicable legal requirements and, therefore, as of the Execution Date, thereare no contingencies derived from any investigations, audits, inspections,fines or requirements commenced or imposed against

 

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Dermedics by any federal, local and/or municipal environmental and/orhealth Mexican authorities.

 

o)            Dermedicshas not released or caused the release of any solid, liquid or toxic hazardoussubstances to the environment or soil and, therefore, no such hazardoussubstances exist in, on or about the business premises and facilities owned orleased by Dermedics. Sellers further represent that Dermedics has not enteredinto any settlement agreements derived from a breach of any federal, localand/or municipal health and/or environmental legal provision, and that theoperations of Dermedics do not involve the transportation, warehousing,treatment or destruction of hazardous substances, materials or wastes.

 

p)            **Exhibit “B”** of this Agreement contains a detaileddescription of all properties leased or used by Dermedics as of the ExecutionDate, and in which Dermedics performs its business and commercial activities(the “Leased Premises”). Sellers represent that Dermedics does not own,nor it is the fiduciary beneficiary of any real estate, and that all rights andobligations of Dermedics derived from any and all agreements, commitments andarrangements related to the Leased Premises are in full force and effect as ofthe Execution Date, and that no conditions or limitations to execute thisAgreement and comply with Sellers’ obligations contained herein exist in suchagreements, commitments and arrangements.

 

q)            Asof the Execution Date, (i) all taxes, levies, governmental charges,duties, interest on taxes, tax penalties or interest on any tax penaltyrequired to be paid on behalf of or which are related in any way to Dermedics (“Taxes”)have been, or will be, timely paid; (ii) adequate accruals on theAccounting Information (as defined below) have been made for any unpaid Taxesattributable to any period prior to the Execution Date; (iii) all taxreturns required to be filed by, on behalf of or with respect to any Taxes havebeen, or will be, timely filed (taking into account any extensions of the duedate for the filing of such tax returns) with the appropriate tax authorities; (iv) allsuch tax returns reflect in all material respects the facts regarding theincome, business, assets, operations, activities and status of Dermedics andall other information required to be shown therein; (v) no action orproceeding by any governmental authority for the assessment or collection ofTaxes is pending or has been threatened in writing; (vi) no claim ordeficiency for the assessment or collection of any Taxes has been asserted orproposed, which claim or deficiency has not been settled with all amountsdetermined to have been due and payable having been timely paid; (vii) asfar as Sellers are aware, no audit of any tax return with respect to any Taxesis in progress; (viii) there are no agreements, waivers or otherarrangements in effect providing for an extension of time with respect to thefiling of any tax returns with respect to any Taxes; (ix) Dermedics hastimely withheld and remitted to the applicable governmental authority all Taxesrequired to have been withheld and paid in connection with amounts paid orowing to any independent contractor, creditor, shareholder or other third partyin compliance with all withholding and similar provisions of any and allapplicable tax laws; and (x) neither Dermedics nor Sellers are a party to anyagreement, arrangement or practice for the sharing of taxes, or are obligatedto indemnify any other person for Taxes pursuant to any agreement, arrangementor practice, which agreement, arrangement or practice will remain in effect, orwill require the payment of any amount, after the Execution Date.

 

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r)             **Exhibit “C”** of this Agreement contains a copy of theaccounting balance sheet and income statement of Dermedics covering the periodcommencing on the date of its incorporation and concluding on August 31,2004 (the “Accounting Information”), which Accounting Information hasbeen prepared in accordance with generally accepted accounting principles inMexico (consistently applied), and which Accounting Information reflects thefinancial condition of Dermedics and of the businesses developed by it as ofand to the date of their preparation.

 

s)            Sellersrepresent that Dermedics has no financial, civil or commercial liabilities.Sellers further represent that Dermedics has not issued any guarantees,promissory notes or otherwise created a Lien upon any of its properties orassets in order to secure any such financial, civil or commercial liabilities.In furtherance of the foregoing, Sellers represent that, Dermedics has noliabilities (i) resulting from the restructuring of any indebtedness ofDermedics with its creditors, (ii) providing for a long term, this is,which maturity exceeds twelve months, (iii) which result from occurredevents, or (iv) which are outstanding.

 

t)             Dermedicshas no absolute or contingent, direct or indirect obligations or liabilities,different from those set forth in the Accounting Information. **Exhibit “D”** hereto contains a list of all accountsreceivable of Dermedics and accounts payable of Dermedics in favor of a RelatedParty. For purposes of this Agreement, (i) the term “Related Party”means the shareholders, sole manager or members of the Board of Directors,First Level Officers or any Affiliates of the aforementioned individuals orentities, (ii) the term “Affiliate” when used with respect to anyPerson, means any other Person which, directly or indirectly, Controls or iscontrolled by or is under common control with such Person, (iii) the term “Control”(including the correlative meanings of the terms “controlled by” and “undercommon control with”), with respect to any Person, shall mean possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of votingsecurities or by contract or otherwise, and (iv) the term “Person”or “Persons” shall mean any individual, corporation, partnership, jointventure, association, trust, unincorporated association, joint stock company,government, municipality, political subdivision or agency, or other entity.

 

u)            Dermedicshas not assigned or otherwise transferred any liabilities to any third parties.

 

v)            Asof the Execution Date hereof, Dermedics has not (i) resolved to pay or payany dividends, whether in cash, shares or otherwise, or reduced its corporatecapital or redeem its shares, or (ii) modified its accounting methods,expect when such modifications result from modifications to the generallyaccepted accounting principles in Mexico.

 

w)           Asof the Execution Date hereof, Dermedics has (i) carried out its commercialactivities solely in the Ordinary Course of Business (as defined below), (ii) exceptas requested by Buyer, performed all reasonable commercial efforts to preserveits business, properties and commercial relationship with clients andsuppliers, (iii) continued with all maintenance and repair programs of itsassets, (iv) not created any Lien upon any

 

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of its assets, (iv) refrained from contracting liabilities, (f) refrainedfrom modifying the commercial policies applied to its Ordinary Course ofBusiness, (g) refrained from entering into any kind of written or oralagreements or transactions with any Related Party, (h) continued payingits fiscal obligations in terms of applicable law, and (i) honored allagreements entered into with any third parties. For purposes of the foregoing,the term “Ordinary Course of Business” means, with respect to Dermedics,the performance of all acts which are necessary or convenient for the properand normal development of its Commercial Activities (as defined below), as wellas to preserve its businesses, properties and commercial relationship with itsclients and suppliers, but excluding those which, pursuant to Dermedic’s pastpractices, may be considered as extraordinary; and the term “CommercialActivities” shall mean the production, purchase, sale, import, export,distribution and, in general, commercialization of all kinds of saline,silicone gel and/or alternative medical, plastic surgery implants, cosmeticsurgery and dermatology health related and medical products, articles,materials, equipment and machinery in Mexico or abroad.

 

x)             **Exhibit “E”** contains a complete copy of theshareholders’ meetings minutes book and the shareholders’ registry book ofDermedics, which books contain true, accurate and updated information regardingall meetings held by the shareholders of Dermedics and all transfers of sharesverified since the incorporation date of Dermedics to the Execution Date. Sellersrepresent that the capital variations book and the board meetings minutes bookof Dermedics have not been opened, since any variations to the corporatecapital of Dermedics nor any board meeting have been verified.

 

y)            Theexecution of this Agreement and the compliance by Sellers of their obligationscontained herein, including, without limitation, the entering into any otheragreement or document necessary to achieve the purposes hereof, (i) shallnot constitute a violation or breach by Dermedics of any of its obligationsunder any other agreements, (ii) does not grant to any third party theright to accelerate compliance of any obligation in charge of Dermedics, (iii) doesnot constitute a violation or breach of any legal provisions which Dermedics isobliged to observe, nor to Dermedic’s bylaws, (iv) shall not create a Lienin charge of Dermedics or its assets, and (v) does not grant to any thirdparty a right to exercise any stock option to purchase or subscribe sharesrepresenting the corporate capital of Dermedics.

 

z)            Exceptas set forth in **Exhibit “F”** of thisAgreement, there are no agreements, commitments, arrangements or legal orcommercial relationships of any nature whatsoever, direct or indirect, betweenDermedics and its Related Parties, and that any such agreements, commitments,arrangements or legal or commercial relationships described in **Exhibit “F”** hereto have been entered into underarms-length conditions.

 

aa)          Dermedicsdoes not own, or is the legal or fiduciary beneficiary of any real estate..

 

bb)          TheLeased Premises are adequate for the performance and development of Dermedics’Commercial Activities, and comply with any and all applicable federal, local or

 

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municipal zoning, construction, use of soil, security, hygiene andsafety laws and regulations.

 

cc)          **Exhibit “G”** of this Agreement contains a list of allthe machinery and equipment (including computing hardware) owned or used byDermedics in carrying out the Commercial Activities, indicating which of suchmachinery and equipments are owned by Dermedics or leased from third parties byDermedics.

 

dd)          Exceptas set forth in **Exhibit “G”** hereto, themachinery, tools and equipment listed therein are in good physical conditionand are suitable for their use. Such machinery, tools and equipment areadequate to carry out the Ordinary Course of Business, and are free and clearfrom any Lien.

 

ee)          As of the Execution Date, Dermedics has not guaranteed any third-partyobligations and, except for the Shares, it has not issued any promissory notesor other credit instruments which could be enforceable against it by a thirdparty.

 

ff)            Exceptas otherwise described in **Exhibit “F”**of this Agreement, Dermedics is not a party to any agreement, arrangement orcommitment, which agreement, arrangement or commitment is a valid, binding andenforceable obligation of, and has not been breached by Dermedics.

 

gg)          Dermedicsdoes not own any trademarks, trade names, patents or other industrial and/orintellectual property rights, nor it is a licensee of any trademarks, tradenames, patents and other industrial and/or intellectual property rights ownedby third parties.

 

hh)          **Exhibit “H”** contains a list of all software used by Dermedics in the OrdinaryCourse of Business. All such software has been duly licensed to Dermedics bythe legitimate owner of the rights thereof, and that all licenses are in fullforce and effect as of the Execution Date.

 

ii)            Dermedicshas complied in all material respects with its corporate bylaws, with all legalprovisions applicable to its Commercial Activities and all contractualobligations to which it is subject.

 

jj)            Dermedicshas not obtained any insurance policies for the proper operation of itsCommercial Activities, nor it has obtained any insurance policy for the benefitof a third party, or to guaranteed any obligations assumed by it with a bond orsimilar instrument.

 

kk)          Dermedicshas obtained all necessary authorizations, licenses and permits for the properoperation of its Commercial Activities, and Dermedics has complied in allmaterial respects with all obligations imposed by such authorizations, licensesand permits, and has exercised all rights contemplated therein. All suchauthorizations, licenses and permits are in effect as of the Execution Date,and Sellers are not knowledgeable of any

 

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legal, administrative and/or judicial procedure commenced againstDermedics which seeks the nullity or invalidity of any such authorizations,licenses and permits.

 

ll)            **Exhibit “I”** of this Agreement contains a detailed listof Dermedics’ clients and suppliers. None of the commercial relationship,between Dermedics and the clients and suppliers listed in **Exhibit “I”**hereto are, as of the Execution Date, jeopardized in manner whatsoever due tothe execution of this Agreement or the transactions contemplated hereunder.

 

mm)        **Exhibit “J”** of this Agreement contains a complete listof all documents evidencing Sellers’ indebtedness related to Dermedics(including any indebtedness incurred by a Seller all or part of the proceeds ofwhich were used to invest in or/and money to Dermedics); Sellers furtherrepresent that all interests, fees and other amounts accrued and outstandingunder such indebtedness have been paid on time. Dermedics has not been and isnot a party to any loan or credit agreement, whether as borrower or as lenderand, therefore, no third party or Related Party may seek payment from Dermedicsunder a loan or credit agreement.

 

nn)         Noneof the execution, delivery or performance by the Sellers of this Agreement has,as of the Execution Date, or will (i) violate or conflict with anyprovision of the organizational documents of Dermedics, (ii) violate anyprovision of law, statute, judgment, order, writ, injunction, decree, award,rule, or regulation of any court, arbitrator, or other governmental orregulatory authority applicable to Dermedics or the Shares, (iii) violate,result in a breach of, constitute (with due notice or lapse of time or both) adefault or cause any obligation, penalty or premium to arise or accrue underany contract, lease, loan agreement, mortgage, security agreement, trustindenture or other agreement or instrument to which any of the Sellers orDermedics is a party, or by which any of them is bound or to which any of theirrespective properties or assets is subject, or otherwise relating to theShares, (iv) result in the creation or imposition of any encumbrance uponany of the assets of Dermedics or the shares, or (v) result in thecancellation, modification, revocation or suspension of any permits,authorizations or licenses of Dermedics.

 

**NOW, THEREFORE**, inconsideration of the mutual covenants and representations set forth above,Sellers and Buyers grant the following

 

**CLAUSES**

 

**FIRST**.           DefinedTerms; Exhibits; Rules of Construction.  All capitalized terms shall have the meaningsexpressly set forth herein for such terms, and variants and derivatives of suchdefined terms shall have correlative meanings. To the extent that certain ofthe defined terms set forth herein suggest, indicate or express agreementsbetween or among parties to this Agreement, the parties agree to the same byexecution hereof.

 

It is specifically acknowledged by theparties hereto that certain agreements and documents listed in the Exhibits arenot to be delivered on the Execution Date, but have been previously deliveredto Buyers and/or their representatives, or shall be delivered or made availableto Buyers or their representatives promptly after the Execution Date, but nolater

 

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than 15 (fifteen) days thereafter. All such agreements and documentsmade available or delivered to Buyers by Sellers and/or Dermedics shall beoriginals or true and correct copies of the originals of all such agreementsand documents.  Each Exhibit and theagreements and documents listed in each Exhibit to this Agreement shall bedeemed incorporated by mere reference. The representations of Sellers set forthin this Agreement shall not be affected or deemed waived or limited by theinformation provided in the Exhibits to this Agreement, except to the extentthat any qualification, exception or limitation to any representation isexpressly contained herein or therein.

 

**SECOND**.             Purchaseand Sale of the Shares.  Subject tothe terms and conditions of this Agreement, Sellers hereby sell to Buyers, andBuyers hereby acquire from Sellers, in the proportions set forth below, theShares, free and clear from any Lien.

 

a)            Mr. CarlosLazo hereby sells to MediCor LA 150,000 (One Hundred Fifty Thousand) Sharesrepresenting the corporate capital of Dermedics;

 

b)            Mr. HectorChuliá hereby sells to MediCor LA 149,999 (One Hundred Forty Nine Thousand NineHundred Ninety Nine) Shares representing the corporate capital of Dermedics;and,

 

c)            Mr. HectorChuliá hereby sells to IIM 1 (One) Share representing the corporate capital ofDermedics.

 

As a result of the purchase and sale of theShares, the corporate capital of Dermedics shall be, as of the Execution Date,distributed in the following manner and among the following persons:

 
| **Shareholder**                           | ** ** | **Shares**  | ** ** |
|-------------------------------------------|------------|-------------|------------|
| MediCor Latin America, S.A. de C.V.       |       | 299,999     |       |
| International  Integrated Management Inc. |       | 1           |       |
| **TOTAL:**                                | ** ** | **300,000** | ** ** |

 

**THIRD.**                  PurchasePrice.  In consideration of theShares, Buyers agree to pay to Sellers, in the corresponding proportion, theamount of US$30,000.00 (Thirty Thousand Dollars 00/100, Currency of the UnitedStates of America) (the “Purchase Price”). The Purchase Price is paid incash by Buyers to Sellers on the date hereof. Therefore, the execution of thisAgreement by Sellers shall be considered for all legal purposes as the broadestreceipt by Sellers of the Purchase Price.

 

**FOURTH**.             StockCertificates’ Endorsement; Recording.  In terms and for purposes of articles 33, 34and other applicable provisions of the Mexican General Law of NegotiableInstruments and Credit Transactions, Sellers hereby deliver to Buyers the stockcertificates issued by Dermedics in their favor duly endorsed in property, andwhich are more specifically described in **Exhibit “K”**of this Agreement.

 

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Dermedics hereby takes note of the purchaseof the Shares, and agrees to record each Buyer as a shareholder in the stockregistry book of Dermedics within 2 (two) days following the Execution Date, interms of article 124 and for the purposes of article 125, both, ofthe Mexican General Law of Business Organizations.

 

**FIFTH.**                   Taxes.  All Taxes derived from the transactionscontemplated hereunder shall be withheld and paid by the party responsible ofsuch withholding and payment, in accordance with the applicable Mexican fiscallaws.

 

**SIXTH**.                  JointObligations; Indemnity.  Sellershereby agree to jointly and separately, irrevocably, absolutely andunconditionally guarantee Buyers and their respective successors and assignees (i) theaccuracy and truthfulness of each representation made by Sellers in theRepresentations chapter of this Agreement (“Sellers’ Representations”),and (ii) the payment of any damages, losses, fines, suits and/or claimsmade by any authority and/or third parties against Dermedics and/or Buyersand/or its successors and assignees, which result from the inaccuracy and/orfalseness of Sellers’ Representations, in accordance with the following:

 

1.     *Immediate Compliance.* Sellers agree that in the event any ofSellers’ Representations result to be inaccurate or false, Sellers, jointly andseparately, shall pay Buyers all damages, losses, fines, suits and/or claimsmade or imposed by any authority and/or third parties against Dermedics and/orBuyers and/or its successors and assignees resulting from such falseness orinaccuracy of Sellers’ Representations, without demand or notice different fromthose set forth herein below. Any payments which need to be made pursuant tothe foregoing shall be made to the benefit of Buyers or their successors orassignees in immediately available funds.

 

2.     *Unconditional Obligations.* The obligations of Sellersprovided for in this Clause Sixth are absolute and unconditional, joint andseparate, and regardless of whether such obligations are affected by the value,truthfulness, validity, regularity or enforceability of this Agreement or anyother agreement or document executed in connection with this Agreement, or anysubstitution, release or exchange of any other joint obligation, personalguarantee or guarantee made with respect of Sellers’ Representations, since theintent of these indemnification provisions is for the relevant obligation to beabsolute, unconditional, joint and separate under any circumstances. Therefore,no act or fact shall alter or modify Sellers’ responsibility to indemnifyBuyers, thus such responsibility shall be absolute and unconditional in theterms set forth above.

 

3.     *Waivers.* Each Seller, in his capacity as joint obligor,hereby waives the benefits of *orden*and *excusión* to which articles 2814, 2815, 2817, 2818, 2819,2820, 2821 and 2827 of the Mexican Federal Civil Code refer and, therefore,Buyers may demand from either of the Sellers the payment of any and alldamages, losses, fines, demands and/or claims made or imposed by any authorityor third party, which result from the inaccuracy or falseness of any Sellers’Representations in terms of

 

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this Agreement. Likewise, each Seller herebyexpressly waives the provisions of articles 2822, 2844, 2845, 2846, 2847 and2848 of the Federal Civil Code.

 

4.     *Continuous Guaranty; Term.*The obligation of Sellers toindemnify Buyers under this Clause Sixth constitutes a continuous andirrevocable guaranty, and shall remain in effect for a period of 5 (five) yearsfollowing the Execution Date.

 

6.*     Costsand Expenses.* Without prejudice of Sellers’ obligation to indemnify in theabove terms, Sellers agree to jointly and separately pay any and all costs andexpenses incurred by Buyers and/or Dermedics (including reasonable attorneysfees) in connection with the execution and enforceability of the provisionscontained in this Clause Sixth.

 

**SEVENTH.**Non-Compete.During a period of 5 (five) years following the Execution Date, Sellers shallnot, jointly or separately:

 

(i)            Incorporate,participate, invest in or in any other manner get involved with any Person orbusiness that competes with Dermedics and/or Buyers and /or Buyers Affiliatesor carries out the Commercial Activities (the “Competence”), in theunderstanding, however, that the foregoing prohibition shall not include theacquisition by Sellers of any participation or interests of the Competenceacquired through any stock exchange, provided such acquisition does not exceed1% (one percent) of the corporate capital of the Competence, and that Sellersare not entitled to appoint members of the board of directors, officers or anyother individuals who may at any point decide on the policies and management ofthe Competence;

 

(ii)           Persuadeany supplier of products or service provider of Dermedics not to enter into anycommercial agreements or arrangement with Dermedics;

 

(iii)          Requestfrom any employee of Dermedics to terminate his/her labor relationship withDermedics, or to be employed by any Person or Affiliate of Sellers; or,

 

(iv)          Enterinto any agreement or arrangement by means of which either Seller agrees to assist,or in any other manner facilitate, the participation of any other Person in theCompetence, or the development of the activities of the Competence or thesupplying of products or furnishing of services to the Competence to or for thebenefit of any other person.

 

In the event that either Seller has the opportunity to participate inor commence a business with the Competence, such Seller shall notify such factin writing to Buyers, in

 

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order for the Boardof Directors of Dermedics to evaluate if it is feasible for Dermedics toparticipate or commence business with the business with the Competence.

 

Sellers acknowledge and agree that their agreement not to compete is anincentive for Buyers to purchase the Shares in terms of this Agreement, andthat the non-compete obligations imposed on each Seller are reasonable in scopeand time, thus such obligations do not impose restrictions which are notnecessary to preserve and protect the Commercial Activities of Dermedics or ofBuyers.

 

Each Seller further acknowledges and agrees that neither Buyers norDermedics would have adequate and sufficient legal relief if the non-competeobligations in charge of Sellers are breached, and that non-compliance thereofwould result in a material damage for Dermedics and Buyers. Therefore, in orderto prevent any disputes with respect to the contents of this Clause Seventh andthe amount of damages caused by Sellers to Dermedics and/or Buyers if either ofthem breaches his non-compete obligations, the parties hereby enter into a “*convenio de transacción*” (settlement agreement) according tothe provisions of article 2944 of the Mexican Federal Civil Code, andagree that the amount of any damages and losses which could be suffered byDermedics and/or Buyers in the event Sellers breach any of the obligationsprovided in this Clause Seventh would not be less than the Purchase Price timessix.

 

Therefore, if either of the Sellers breacheshis obligation not to compete with Dermedics and/or Buyers in terms of thisClause Seventh, which obligation is hereby recognized by Sellers as a mainobligation in their charge, such Seller shall pay to Dermedics and/or Buyers anamount equal to the Purchase Price times six, every time he breaches suchobligation.

 

## **EIGHTH**.Successors and Assigns; No Third-Party Beneficiaries. This Agreementshall inure to the benefit of, and be binding upon the parties hereto and theirrespective successors and assigns. Neither Sellers nor Buyers shall assign ordelegate any of their obligations hereunder without the prior written consentof the other parties.

##  

## **NINTH.**Fees and Expenses. Except as otherwise provided in this Agreement, alllegal, accounting and other fees, costs and expenses incurred in connection withthe preparation of this Agreement and the transactions contemplated herebyshall be paid by the party incurring such fees, costs or expenses.

##  

## **TENTH.**Notices. All notices and other communications given or made pursuanthereto shall be in writing and shall be deemed to have been duly given or madeif delivered personally or by an internationally recognized overnight carrier,by facsimile, or sent by registered or certified mail (postage prepaid, returnreceipt requested) to the parties at the addresses set forth in the preamble ofthis Agreement, or to such other persons or at such other addresses as shall befurnished by either party by like notice to the other parties, and such noticeor communication shall be deemed to have been given or made as of the date sodelivered or mailed. No change in any of such addresses shall be effectiveinsofar as notices under this Clause Tenth are concerned unless notice of suchchange shall have been given to such other party hereto as provided in thisClause Tenth.

 

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## **ELEVENTH**.Entire Agreement. This Agreement, together with its Exhibits, representsthe entire agreement and understanding of the parties with reference to thetransactions set forth herein, and no representations or warranties have beenmade in connection with this Agreement other than those expressly set forthherein. This Agreement supersedes all prior negotiations, discussions,correspondence, communications, understandings and agreements between the partiesrelating to the subject matter of this Agreement, including the Promise of SaleAgreement.

##  

## **TWELFTH**.Waivers and Amendments. The waiver by any party of a breach of anyprovision or representation of this Agreement shall not operate or be construedas a waiver of any subsequent breach, whether or not similar, unless suchwaiver specifically states that it is to be construed as a continuing waiver.This Agreement may be amended, modified or supplemented only by a writteninstrument executed by the parties.

##  

## **THIRTEENTH**.Severability. The invalidity or unenforceability of any term orprovision hereof shall not affect the validity or enforceability of thisAgreement or of any other term or provision hereof. Furthermore, in lieu of anysuch invalid or unenforceable term or provision, the Parties intend that thereshall be added as a part of this Agreement a provision as similar in terms tosuch invalid or unenforceable provision as may be possible and be valid andenforceable.

##  

## **FOURTEENTH**.Titles and Headings; Exhibits. The titles and headings contained in thisAgreement are solely for convenience of reference and shall not affect themeaning or interpretation of this Agreement or of any term or provision hereof.All references in this Agreement to “Exhibits” shall be a reference to theapplicable exhibit delivered by Sellers to Buyers on the Execution Date.

##  

## **FIFTEENTH**.Governing Law and Jurisdiction. This Agreement shall be governed by,construed and enforced in accordance with the laws of Mexico. Any disputes arisingin connection with this Agreement shall be submitted to the competent courts inMexico Federal District, Mexico.

 

### **[SIGNATURE PAGE TO FOLLOW]**

 

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### **INWITNESS WHEREOF**, this Agreement is executed infour counterparts on the date specified above.

### ** **

|   | **MediCor Latin America, S.A. de C.V.**                             |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |
|   |                                                                |   |
|   | By: Mr. Theodore  R. Maloney                                   |
|   | Its: Legal  Representative                                          |
|   |                                                                |
|   |                                                                |
|   | **International  Integrated Management Inc.**                       |
|   |                                                                |
|   |                                                                |
|   |                                                                |   |
|   | By: Mr. Theodore  R. Maloney                                   |
|   | Its: Legal Representative                                           |
|   |                                                                |
|   |                                                                |
|   |                                                                |   |
|   | Mr. Carlos Francisco Lazo de la Vega  Jasso                    |
|   |                                                                |
|   |                                                                |
|   |                                                                |   |
|   | Mr. Héctor Jesús Chuliá de la Torre             |
|   |                                                                |
|   |                                                                |
|   | **Dermatological  Medical Products and  Specialties, S.A. de C.V.** |
|   |                                                                |
|   |                                                                |
|   |                                                                |   |
|   | Mr. Carlos Lazo de la Vega Pérez Rivas                    |
|   | Its: Legal Representative                                           |
|        |                                                                     |  |  |

 

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Confidential TreatmentRequested

 

**LIST OF EXHIBITS**

 
| **EXHIBIT A** | List of first level officers  and attorneys in fact             |
|--------------------|-----------------------------------------------------------------|
| **EXHIBIT B** | Leased properties                                               |
| **EXHIBIT C** | Accounting information                                          |
| **EXHIBIT D** | Accounts receivable/accounts  payable                           |
| **EXHIBIT E** | Corporate  books and records of Dermedics                       |
| **EXHIBIT F** | Agreements, arrangements and  commitments with related parties. |
| **EXHIBIT G** | Machinery and equipment                                         |
| **EXHIBIT H** | Description of licensed software                                |
| **EXHIBIT I** | Clients/suppliers                                               |
| **EXHIBIT J** | Sellers Indebtedness                                            |
| **EXHIBIT K** | Stock certificates                                              |

 

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