Exhibit 10.2


 


SECURITIES AGREEMENT


 


THIS
SECURITIES AGREEMENT (this “Agreement”), dated March 31, 2010, is entered
into by and between National Health
Partners, Inc., an Indiana corporation (the “Company”), and Patricia
S. Bathurst (“Employee”).


 


R E C I T A L S:


 


WHEREAS,
Employee owns certain stock options to acquire share of common stock, $0.001
par value per share (“Common Stock”), of the Company; and


 


WHEREAS,
the Company owes Employee $8,119 of salary compensation earned by Employee
during the period commencing January 1, 2010 and ending January 31,
2010, and payable to Employee as of January 31, 2010 (the “Deferred
Compensation”); and


 


WHEREAS,
Employee wishes to terminate the aforementioned stock options and Deferred
Compensation in exchange for the right to receive a new stock option on the
terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing premises and representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


1.             Termination of Deferred Compensation and Options. 
Employee hereby irrevocably terminates: (i) his or her right to
receive the Deferred Compensation, and (ii) the following stock options (“Stock
Options”) held in the name of Employee:


 


(a)           Stock option dated 2/1/05 to
acquire 1,000,000 shares of Common Stock at an exercise price of $0.40;


 


(b)           Stock option dated 12/12/06 to
acquire 50,000 shares of Common Stock at an exercise price of $0.88;


 


(c)           Stock option dated 9/4/07 to
acquire 400,000 shares of Common Stock at an exercise price of $0.50; and


 


(d)           Stock option dated 3/25/08 to
acquire 400,000 shares of Common Stock at an exercise price of $0.28.


 


2.             Consideration.  In
consideration of Employee terminating the Stock Options and the Deferred
Compensation, the Company hereby agrees to issue to Employee a new stock option
(the “New Option”) to acquire 500,000 shares of Common Stock at an exercise
price of $0.045 for a term of 10 years.


 

















 


3.             Representations and Warranties of Employee.  Employee
represents and warrants to the Company as follows:


 


(a)           This Agreement has been duly and validly
authorized, executed and delivered by Employee and, assuming it has been duly
and validly executed and delivered by the Company, constitutes a legal, valid
and binding obligation of Employee, in accordance with its terms.


 


(b)           Neither the execution and delivery of this
Agreement by Employee nor the performance by Employee of his or her obligations
hereunder will: (i) violate any statute, law, ordinance, rule or
regulation, applicable to Employee or any of the properties or assets of Employee;
or (ii) violate, breach, be in conflict with or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
performance of any obligation of Employee under, or result in the creation or
imposition of any lien upon any properties, assets or business of Employee
under, any material contract or any order, judgment or decree to which Employee
is a party or by which her or she or any of his or her assets or properties is
bound or encumbered except for such violations, breaches, conflicts, defaults
or other occurrences which, individually or in the aggregate, would not have a
material adverse effect on his or her obligation to perform his or her
covenants under this Agreement.


 


(c)           Accredited Investor.  Employee is an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”).


 


(d)           Investment Intent. 
The Securities are being acquired for the Employee’s own account for
investment purposes only, not as a nominee or agent and not with a view to the
resale or distribution of any part thereof, and Employee has no present
intention of selling, granting any participation in or otherwise distributing
the same.  By executing this Agreement, Employee
further represents that Employee does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to such person or third person with respect to any of the
Securities.


 


(e)           Restrictions on Transfer.  Employee
understands that the Securities are “restricted securities” as such term is
defined in Rule 144 under the Securities Act and have not been registered
under the Securities Act or registered or qualified under any state securities
law, and may not be, directly or indirectly, sold, transferred, offered for
sale, pledged, hypothecated or otherwise disposed of without registration under
the Securities Act and registration or qualification under applicable state
securities laws or the availability of an exemption therefrom.


 


4.             Representations and Warranties of the Company. 
The Company represents and warrants to Employee as follows:


 


(a)           Organization and Qualification. 
The Company is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with the corporate power
and authority to own and operate its business as presently conducted, except 


 


2

















 


where the failure to be or have any of the foregoing
would not have a material adverse effect on the Company.  The Company is duly qualified as a foreign
corporation or other entity to do business and is in good standing in each
jurisdiction where the character of its properties owned or held under lease or
the nature of their activities makes such qualification necessary, except for
such failures to be so qualified or in good standing as would not have a
material adverse effect on the Company.


 


(b)           Authority; Validity and Effect of
Agreement.


 


(i)            The Company has the requisite corporate
power and authority to execute and deliver this Agreement and perform its
obligations under this Agreement.  The
execution and delivery of this Agreement by the Company, the performance by the
Company of its obligations hereunder and all other necessary corporate action
on the part of the Company have been duly authorized by its board of directors,
and no other corporate proceedings on the part of the Company is necessary to
authorize this Agreement.  This Agreement
has been duly and validly executed and delivered by the Company and, assuming
that it has been duly authorized, executed and delivered by Employee,
constitutes a legal, valid and binding obligation of the Company, in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.


 


(ii)           The shares of Common Stock issuable upon
exercise of the New Option have been duly reserved for issuance upon exercise
of the New Option and, when issued and paid for in accordance with the New
Option, will be duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock, with no personal liability resulting solely from the
ownership of such shares, and will be free and clear of all liens, charges,
restrictions, claims and in encumbrances imposed by or through the Company.


 


(c)           No Conflict; Required Filings and
Consents.  Neither the execution and delivery of this Agreement
by the Company nor the performance by the Company of its obligations hereunder
will: (i) conflict with the Company’s Articles of Incorporation or Bylaws;
(ii) violate any statute, law, ordinance, rule or regulation,
applicable to the Company or any of the properties or assets of the Company; or
(iii) violate, breach, be in conflict with or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
performance of any obligation of the Company, or result in the creation or
imposition of any lien upon any properties, assets or business of the Company
under, any material contract or any order, judgment or decree to which the
Company is a party or by which it or any of its assets or properties is bound
or encumbered except, in the case of clauses (ii) and (iii), for such
violations, breaches, conflicts, defaults or other occurrences which,
individually or in the aggregate, would not have a material adverse effect on
its obligation to perform its covenants under this Agreement.


 


5.             Entire Agreement. 
This Agreement contains the entire agreement between the parties and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereto, and no party
shall be liable or bound to any 


 


3

















 


other party in any
manner by any warranties, representations, guarantees or covenants except as
specifically set forth in this Agreement. 
Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


 


6.             Amendment and Modification. 
This Agreement may not be amended, modified or supplemented except by an
instrument or instruments in writing signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.


 


7.             Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided, however, that no party
hereto may assign its rights or delegate its obligations under this Agreement
without the express prior written consent of the other party hereto.  Nothing in this Agreement is intended to
confer upon any person not a party hereto (and their successors and assigns)
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.


 


8.             Headings; Definitions.  The Section headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement.  All references to Sections contained herein
mean Sections of this Agreement unless otherwise stated.  All capitalized terms defined herein are
equally applicable to both the singular and plural forms of such terms.


 


9.             Severability.  If any
provision of this Agreement or the application thereof to any person or
circumstance is held to be invalid or unenforceable to any extent, the remainder
of this Agreement shall remain in full force and effect and shall be reformed
to render the Agreement valid and enforceable while reflecting to the greatest
extent permissible the intent of the parties hereto.


 


10.           Notices.  All notices
hereunder shall be sufficiently given for all purposes hereunder if in writing
and delivered personally, sent by documented overnight delivery service or, to
the extent receipt is confirmed, telecopy, telefax or other electronic
transmission service to the appropriate address or number as set forth below:


 


If
to the Company:


 


National Health
Partners, Inc.


120 Gibraltar Road


Suite 107


Horsham, PA 19044


Attention:  Chief Financial Officer


 


If
to Employee:


 


To the address set forth
on the signature page hereof.


 


11.           Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to the laws that 


 


4

















 


might otherwise govern
under applicable principles of conflicts of laws thereof, except to the extent
that the Indiana Business Corporation Law shall apply to the internal corporate
governance of the Company.


 


12.           Counterparts.  This
Agreement may be executed and delivered by facsimile in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.


 


IN
WITNESS WHEREOF, intending to be legally bound, the parties hereto have fully
executed this Agreement as of the later of the dates set forth below.


 


	
   

  	
  NATIONAL HEALTH
  PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Daniels

  
	
   

  	
   

  	
  David M. Daniels

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patricia S.
  Bathurst

  
	
   

  	
  Patricia S. Bathurst

  



 


5