STOCK TRANSFER AGREEMENT

 

                                                               EXHIBIT 10(dd)
                               STOCK TRANSFER AGREEMENT

     This STOCK TRANSFER AGREEMENT (the "Agreement") is entered into 
effective this 28th day of January, 1997 by and between COMPUTERIZED THERMAL 
IMAGING, INC., a Nevada corporation ("CTI") and THERMAL MEDICAL IMAGING, 
INC., a Nevada corporation ("TMI").  CTI and TMI are sometimes hereafter 
referred to singularly as a "Party" and collectively as the "Parties."

                                 W I T N E S S E T H:

     WHEREAS, CTI currently owns approximately 19.8% of the outstanding stock 
of TMI in consideration of capital contributions at formation to TMI and will 
be assigned, upon the execution hereof, additional shares and options granted 
to General Secord and David Johnston as directors of TMI;

     WHEREAS, the remaining shares are held by TMI employees or directors, 
who agreed to serve as employees or directors of TMI in exchange for such 
shares contemplating an AmCap private offering and subsequent public offering 
which did not succeed; and 

     WHEREAS, TMI has borrowed demand loans, as further stated on EXHIBIT A, 
from CTI for working capital, and TMI requires additional capital to continue 
the development of its technology for marketing in North America; and

     WHEREAS, CTI is willing to contribute the additional working capital, as 
necessary, to TMI to complete certain phases of its remaining initial 
business plan activities, all on the condition that CTI be entitled to obtain 
in exchange therefor a controlling eighty percent (80%) interest in the 
common stock of TMI;

     NOW, THEREFORE, in consideration of the premises and in consideration of 
the mutual covenants and agreements contained herein and other good and 
valuable consideration, the receipt, sufficiency and adequacy of which is 
hereby acknowledged, CTI and TMI do hereby covenant and agree as follows:

     1.    TERMS. TMI hereby agrees to convey to CTI 25,500,000 shares of the 
common stock of TMI, which will convey to CTI controlling ownership of more 
than 80% of the outstanding common stock of TMI fully diluted, in 
consideration for which CTI agrees to cancel TMI's outstanding indebtedness 
and to contribute from time to time certain funds needed to accomplish the 
objectives of the TMI business plan to present its technology to the FDA and 
receive a Pre Market Approval ("PMA").  No additional shares will be issued 
to CTI for subsequent contributions made for the purpose of enabling TMI to 
achieve its objective of completing clinical trials and obtaining a PMA from 
the FDA.  The parties acknowledge that CTI and TMI will cooperate to enable 
TMI to conduct clinical trials and proceed to further develop its technology 
and business plan.    

     2.    TMI OPERATIONS. The Board of Directors of TMI shall continue to 
have the authority for managing and operating the business of TMI and to 
determine the appropriate application of resources which are made available 
to it by CTI, or which are owned or developed or by TMI.  TMI shall have the 
right to arrange for supplemental working capital debt financing from third 
party sources for the development of its business if CTI chooses not to 
contribute for particular expenses or disagrees with the need for any 
financing desired by the TMI Board of Directors.  In such case(s), however, 
TMI shall notify CTI of its intention to obtain such third party debt 
financing, after which CTI shall have for a period of fifteen (15) days the 
exclusive right to advance such funds or arrange alternative debt financing 
on the same terms.

     3.    TRANSFER OF SHARES. Within ten (10) days after execution hereof, 
TMI shall issue a share certificate representing the number of shares 
purchased by CTI set forth in paragraph 1, duly executed by authorized 
officers of TMI.  All such shares when issued shall be fully paid and 
non-assessable shares of TMI.

     4.    DILUTION.  TMI represents that there are 96 million shares of common
stock authorized, and there are 6,453,000 common shares outstanding.  There are
outstanding options for issuance of up to an additional 880,000

shares.  TMI agrees that at all times while CTI owns at least 80% of the 
outstanding shares of TMI, TMI will not issue any additional shares of stock 
of TMI to any other party, whether in a private or public offering or 
otherwise, without the express prior written consent of CTI, which shall not 
be unreasonably withheld if required according to paragraphs 5 or 10.

     5.   OBJECTIVE TO ACHIEVE FDA APPROVAL. The objective of TMI's business 
plan is to achieve a PMA from the FDA for TMI's use of its technology for the 
detection of breast cancer.  It is the intention, although not the 
obligation, of CTI that all of the funds it deems  reasonably necessary to 
achieve TMI's business plan to receive FDA approval shall be contributed to 
TMI by CTI.  If CTI is unable or unwilling to contribute the funds reasonably 
required as needed (at least a quarter in advance) to achieve the PMA, then 
TMI may negotiate to obtain such additional funds from third parties on terms 
its Board of Directors deem advisable.  If equity financing is arranged, TMI 
shall notify CTI of the terms of such proposal, which may include amounts 
greater than needed for the quarter, and CTI shall have the right to first 
refusal to reasonably match such offer or proposal within 20 days, or TMI may 
proceed to accept such offer after the 20 days and issues shares or equity 
accordingly.  In such case where equity financing is required from a third 
party to operate TMI in such a manner to enable TMI to achieve the PMA from 
the FDA, (provided TMI has expended all of its available funds only for 
operations and development required to produce its technology and to achieve 
the PMA) only CTI's interest shall be diluted and the Board of Directors may 
issue shares, or CTI shall surrender such shares, as required to prevent the 
other shareholders from further dilution.  

     6.   PRIOR LOANS CANCELLED. At present, demand loans from CTI to TMI in 
the outstanding principal amount of about $700,000 (the "Loan") are 
outstanding. Those loans were made to enable TMI to proceed toward clinical 
trials.  CTI hereby contributes the existing balance of the Loan to TMI as a 
contribution to capital.  

     7.   ORIGINAL LICENSE AGREEMENT. TMI and CTI entered into a License 
Agreement (the "Original License Agreement") under which CTI licensed certain 
thermal imaging technologies to TMI.  TMI agreed to purchase thermal imaging 
units from CTI on terms and conditions set forth therein, and to pay an 
initial license fee of $2,500,000.00 (the "Initial License Fee").  In lieu of 
payment of the Initial License Fee, TMI executed in August 1996 in a 
Promissory Note (the "License Fee Note") in the original principal amount of 
$2,500,000.00 payable to CTI in one year.  CTI hereby contributes such 
indebtedness evidenced by the License Fee Note to TMI as a contribution to 
capital and will cancel the License Fee Note.  This cancellation of 
indebtedness constitutes additional consideration for the execution of this 
Agreement.  

     8.   NEW LICENSE AGREEMENT.   Due to changed circumstances, the Parties 
hereby agree to enter into a novation of the Original License Agreement by 
entering a new license agreement for the purpose of redefining the Parties 
rights and obligations (the "New License Agreement").  The New License 
Agreement shall achieve the essential purposes of the Original License 
Agreement, which are to obligate CTI to license all of its rights, title, and 
interest in its CTI technology and trade secrets with respect to the 
operation of its Computerized Thermal Imaging units and quantative thermal 
assessment laboratory and protocol concepts solely and exclusively for use 
for detection of breast cancer in North America.  The New License Agreement 
will provide, among other things: 

          (a)  There will be no Initial License Fee charged to TMI but TMI shall
               compensate CTI on a reasonable basis for its license;

          (b)  The thermal imaging units will not be priced or sold to TMI on a
               per unit basis, but instead CTI shall be compensated on some
               other mutually agreeable or reasonable formula, such as a
               per/unit or software royalty or percentage of Hospital Use
               Agreement revenue stream;

          (c)  CTI will reserve to TMI all manufacturing rights for production
               of the thermal imaging hardware units and of the software
               developed for breast cancer related applications;

          (d)  CTI may not compete with the public with TMI in North America,
               and TMI cannot use technology licensed to TMI by CTI to compete
               outside of North America without CTI's consent.   

          (e)  There shall be cross licenses of all technology for use not in
               competition.  All technology developed by TMI shall be licensed
               to CTI for use worldwide not in competition with TMI in North
               America; CTI shall be obligated to license to TMI all technology
               which it may subsequently develop which may benefit TMI for use
               in breast cancer imaging in North America, including data base
               development technology.  

          (f)  CTI shall have only reasonable operational control to protect its
               rights under this Agreement, but TMI shall otherwise have the
               right to determine its marketing strategies.  Any changes to
               Hospital Use Agreements to be employed by TMI must be made only
               with the consent of CTI, which consent shall not be unreasonably
               withheld, to enable CTI to protect its products for other medical
               uses and to prevent unauthorized competition or pricing practices
               that reasonably would impair the long term value of CTI's
               products.   

          (g)  All TMI units and software licensed from CTI placed or sold shall
               be with the express restriction that such units may not be used
               except for breast cancer detection in North America; 

          (h)  CTI shall indemnify, defend, and hold harmless TMI from any
               litigation or claims which might be initiated by contractors with
               CTI and there shall be a mutual covenant from TMI;  

          (i)  Either TMI or CTI may patent in its name the technology that it
               develops, or if the developer chooses not to prosecute the
               patent, the other Party may prosecute the patent in its name,
               which technology shall be subject to the cross license; and 

          (j)  An arbitration clause shall resolve any disputes, including the
               setting of any royalty or revenue sharing percentages as shall be
               deemed reasonable as may be required for subsequent adjustments.
               

     9.   EQUIPMENT FINANCING FOR TMI.  The contributions to be made by CTI 
do not include any equipment financing.  The equipment financing requirements 
of TMI are separate.  CTI may or may not arrange or guarantee equipment 
financing on behalf of TMI, but the terms of such guaranty or consideration 
are separate and distinct from the consideration set forth under this 
Agreement.  If TMI arranges third party financing to achieve equipment 
financing or working capital financing to achieve its business plan of 
receiving FDA approval, TMI must give at least twenty (20) days notice to CTI 
to allow CTI the exclusive right to arrange substitute financing on the same 
or better terms.  Nevertheless, CTI may arrange third party financing to 
achieve a material portion of the anticipated funds.

     10. FURTHER DILUTION.  The Parties acknowledge that three employees of 
TMI currently have agreements limiting dilution of their shares in TMI until 
after this issuance of shares to CTI.  Therefore, CTI acknowledges that Ken 
Dodd, Simona Gallagher, and Bill Black will be issued additional shares 
subsequent to the transfer of the shares required by paragraph 1 of this 
Agreement, to comply with such employment terms.  TMI shall issue 1,820,000 
shares to Mr. Dodd and 500,000 each to the other two employees.  In addition, 
some additional shares or options or warrants may be issued, as deemed 
advisable by the TMI Board of Directors to compensate employees or to induce 
appropriate vendors or health care experts to render necessary services to 
TMI to complete the testing needed to receive a PMA from the FDA.  TMI may 
issue such shares only according to paragraph 4 and to the extent CTI's fully 
diluted shares equal at least 80% of the outstanding stock.  The Parties 
acknowledge that CTI shall still own, after full dilution, at least 80% of 
the outstanding common stock of TMI, taking into account all outstanding 
stock warrants and stock options, as if exercised and other forms of equity 
issued or to be issued prior to receipt of the PMA from the FDA, provided 
there are no additional shares issued to third parties pursuant to paragraph 
5. 

     11.  NOTICES.  All notices, requests or other communications required or 
permitted to be delivered hereunder shall be in writing, delivered 
personally, by registered mail or via confirmed facsimile or similar means of 
transmission, as follows:

     (a)  If to CTI:
          David B. Johnston, President
          Computerized Thermal Imaging, Inc.
          141 North State Street, Suite 161
          Lake Oswego, Oregon  97034

          WITH A COPY TO:
          Mr. Donald R. Looper
          Looper, Reed, Mark & McGraw
          Nine Greenway Plaza, Suite 1717
          Houston, Texas  77046

     (b)  If to TMI:
          Mr. Kenneth M. Dodd
          Thermal Medical Imaging, Inc.
          30150 Telegraph Road, Suite 177
          Bingham Farms, MI 48025

          WITH A COPY TO:
          Ms. Alexine Jackson
          _____________________________________
          _____________________________________
          _____________________________________

Any notice shall be effective upon receipt at the address stated above. Any 
party hereto may from time to time designate by notice, as herein provided, 
any other address to which such notice, request or other communication 
addressed to it shall be sent.      

     12.  ASSIGNMENT; SUCCESSORS.  The rights and obligations of the parties 
hereunder and under the documents executed in connection herewith are 
assignable and transferable in whole but not in part without the prior 
written consent of the other parties. Subject to the foregoing, this 
Agreement shall be binding upon, and shall inure to the benefit of, the 
respective parties hereto and their respective heirs, executors, 
administrators, successors and permitted assigns. Except the parties hereto 
and their respective permitted assigns and transferees, no other parties 
shall benefit from or be entitled to enforce any provisions of this Agreement 
or other rights and obligations arising in connection with this Agreement and 
the documents executed in connection herewith.

     13.  CHOICE OF LAWS; JURISDICTION; VENUE. This Agreement shall be 
construed in accordance with and governed by the laws of the State of Texas, 
without regard to conflicts of laws principles thereof, which substantive 
laws shall govern any dispute or claim arising under or related to this 
Agreement.  

     14.  ARBITRATION. THE PARTIES KNOWINGLY, VOLUNTARILY AND IRREVOCABLY 
AGREE THAT ANY DISPUTES OR CONFLICTS IN ANY WAY ARISING OUT OF OR RELATING TO 
THIS AGREEMENT OR THE PERFORMANCE OR BREACH OF ANY OF THE MATTERS DESCRIBED 
HEREIN SHALL BE RESOLVED BY BINDING ARBITRATION AT THE WRITTEN ELECTION OF 
EITHER PARTY HERETO.  THE PARTIES IRREVOCABLY AGREE TO BE BOUND BY ALL 
FINDINGS OF FACT AND CONCLUSIONS OF LAW OF THE ARBITRATOR SELECTED.  THE 
ELECTION OF A PARTY UNDER THIS PARAGRAPH SHALL BE BY DELIVERY OF WRITTEN 
NOTICE TO THE OPPOSING PARTY; PROVIDED THAT IF A LEGAL PROCEEDING RELATING TO 
THE SUBJECT DISPUTE HAS PREVIOUSLY BEEN FILED IN ANY COURT OF COMPETENT 
JURISDICTION, THEN SUCH NOTICE OF ELECTION UNDER THIS PARAGRAPH SHALL BE 
DELIVERED WITHIN SIXTY (60) DAYS OF THE DATE THE ELECTING PARTY RECEIVES 
SERVICE OF PROCESS IN SUCH LEGAL PROCEEDING.  ANY ARBITRATION SHALL PROCEED 
IN ACCORDANCE WITH THE RULES OF THE JUDICIAL ARBITRATION AND MEDIATION 
SERVICES ("JAMS/ENDISPUTE"), WHICH SHALL BE THE ADMINISTRATIVE AND APPOINTING 
BODY.  JAMS/ENDISPUTE SHALL APPOINT A SOLE ARBITRATOR TO RESOLVE ANY DISPUTE, 
INCLUDING (1) THE DETERMINATION OF A REASONABLE ROYALTY PERCENTAGE OR FEE 
THAT MAY BE IN DISPUTE FOR CONTINUED PERFORMANCE UNDER THE NEW LICENSE 
AGREEMENT WHICH MAY CALL FOR REASONABLE ADJUSTMENTS OR FEES BETWEEN THE 
PARTIES, AND (2) THE ACTUAL TERMS FOR THE NEW LICENSE AGREEMENT IF THE 
PARTIES RESTRUCTURING THE

ORIGINAL LICENSE AGREEMENT ARE UNABLE TO REACH A MUTUAL AGREEMENT ON ALL 
TERMS.  THE ARBITRATION SHALL PROCEED IN ACCORDANCE WITH THE RULES OF THE 
AMERICAN ARBITRATION ASSOCIATION.

     15.  HEADINGS.  Headings used in this Agreement are used for convenience 
only and do not constitute substantive matters to be considered in construing 
the terms of this Agreement.

     16.  SEVERABILITY.  In case any one or more of the provisions of this 
Agreement shall, for any reason, be held to be invalid, illegal or 
unenforceable in any respect, any other provisions in this Agreement shall be 
construed as if such invalid, illegal or unenforceable provisions had never 
been contained herein. Such invalid, illegal or unenforceable provisions 
shall be given effect to the maximum extent then permitted by law.

     17.  ENTIRE AGREEMENT.  This Agreement, together with any exhibits, 
attachments or documents executed in connection herewith, supersedes any and 
all prior or contemporaneous understandings, statements, representations, 
warranties and agreements, whether written or oral, between the Parties 
hereto respecting the subject matter hereof.

     18.  COUNTERPARTS.  This Agreement may be executed simultaneously in one 
or more counterparts, each of which shall be deemed an original and all of 
which together shall constitute one and the same instrument.  A facsimile 
signature shall be effective in all respects.

     19.  AMENDMENTS.  This Agreement may not be altered, modified or amended 
except pursuant to a written instrument executed by all Parties hereto.

     20.  FURTHER ASSURANCES.  Each of the Parties hereto shall, at any time 
and from time to time after the date hereof, upon request by legal counsel to 
CTI or TMI and without further consideration, execute and deliver such 
instruments of transfer or other documents and take such further action as 
may be reasonably required in order to effectuate and consummate the 
transactions contemplated hereby.  TMI hereby represents that the execution 
of this Agreement has been properly authorized to bind TMI.  

     21.  THIRD PARTY BENEFICIARIES.  Only as expressly set forth in this 
Agreement, a person or entity not a party to this Agreement shall have rights 
under this Agreement as a third party beneficiary or otherwise.

     IN WITNESS WHEREOF, the parties hereby have duly executed this Agreement 
effective as of the day and year above first written.

                                   CTI:

                                   By: /s/ Richard. Secord
                                      ---------------------------
                                   Name:   Richard V. Secord
                                        -------------------------
                                   Title:    President
                                         ------------------------

                                   TMI:

                                   By:   /s/ Kenneth M. Dodd
                                      --------------------------
                                   Name:    Kenneth M. Dodd
                                        ------------------------
                                   Title:   President
                                         -----------------------
EXHIBITS:

A - Demand Loans

                                   EXHIBIT "A" TO 
                               STOCK TRANSFER AGREEMENT

     Each loan made by CTI to cover operating costs of TMI were made on terms
that they would be repaid upon demand and that they would not bear interest,
subject to a subsequent review depending upon the time over which the loans must
remain outstanding before TMI is able to obtain capitalization.

     After the initial capitalization contribution from CTI at $211,636, CTI has
made loans to TMI of the following amounts:

Item Date Loan Purpose 1. October 29, 1996 $ 47,000.00 Wire transfer from CTI to satisfy payroll obligations of TMI pending capitalization. 2. November 11, 1996 $105,700.00 Wire transfer from CTI to cover accrued TRW expenses and other TMI operating expenses. 3. August 26, 1996 $157,000.00 TMI employees and expenses based by check. 4. January 1997 $ 36,000.00 Transfer for compensation to TMI ----------- employees. Total Loans Reflected by Promissory Notes: $345,700.00 ----------- ----------- Other amounts spent by CTI for the benefit of TMI but not reflected by promissory notes. 5. March 1996 $217,000.00 Infrared camera system delivered to TMI for use and study at HUH. 6. June 1996 $ 95,000.00 Delivery of 1 additional systems to TMI for clinical study and software development and integration. 7. June 1996 $ 24,877.00 CTI Technical Support Equipment 8. May 1996 $ 40,000.00 Paid to AmCap for preparation of TMI Securities Offering under contract payable by TMI. 9. May 1996 $ 10,000.00 Legal fees to Counsel for AmCap pursuant ----------- to contract required payment by TMI. TOTAL $732,577.00 ----------- -----------

Basic Info X:

Name: STOCK TRANSFER AGREEMENT
Type: Stock Transfer Agreement
Date: March 3, 1998
Company: COMPUTERIZED THERMAL IMAGING INC
State: Nevada

Other info:

Date:

  • 28th day of January , 1997
  • August 1996
  • October 29 , 1996
  • November 11 , 1996
  • August 26 , 1996
  • January 1997
  • March 1996
  • June 1996
  • May 1996

Organization:

  • Board of Directors of TMI
  • Original License Agreement
  • TMI Board of Directors
  • President Computerized Thermal Imaging , Inc.
  • North State Street
  • Mark & McGraw Nine Greenway Plaza
  • Suite 177 Bingham Farms
  • CTI Technical Support Equipment 8
  • TMI Securities Offering

Location:

  • Nevada
  • North America
  • Lake Oswego
  • Oregon
  • Houston
  • State of Texas

Money:

  • $ 700,000
  • $ 2,500,000.00
  • $ 211,636
  • $ 345,700.00
  • $ 732,577.00

Person:

  • David Johnston
  • Ken Dodd
  • Simona Gallagher
  • David B. Johnston
  • Donald R. Looper Looper
  • Alexine Jackson
  • Richard V. Secord
  • Kenneth M. Dodd

Percent:

  • 19.8 %
  • eighty percent
  • 80 %