NDC AUTOMATION INC
AGREEMENT TO PURCHASE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AGREEMENT TO PURCHASE
<TEXT>



Exhibit 10.2

                  NORTH CAROLINA ASSOCIATION OF REALTORS, INC.
                                 NCAR FORM #580
                                Copyright(C)1997

                         AGREEMENT FOR PURCHASE AND SALE
                                OF REAL PROPERTY

  This agreement made this 17th day of November, 2000, by and between Piedmont
                      Emergency Medicine Association, P.A.
                 ("Buyer"), and NDC Automation, Inc. ("Seller").

FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD
AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEWDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. Terms and Definitions: the terms listed below shall have the
respective meaning given them as set forth adjacent to each term.

    (a)  "Broker(s)" shall mean:
         Lincoln Harris                                      ("Listing Agency"),
--------------------------------------------------------------------------------
         Jubal Early                                          ("Listing Agent"),
         -----------------------------------------------------------------------

         Acting as:[x] Seller's Agent;   Dual Agent
         and
         The Keith Corporation                                 ("Buyer Agency"),
         Pam Mingle                                             ("Buyer Agent").
         -----------------------------------------------------------------------
         Acting as: [x] Buyer's Agent;   Seller's (Sub) Agent;   Dual Agent

    (b)  "Closing" shall occur on or before 60 days following the end of
         inspection period, as extended according to "Exhibit B."

    (c)  "Earnest Money" shall mean twenty five thousand Dollars ($25,000.)
                                     ---------------------------------------
         or terms as follows: _________________________________________

         Upon acceptance of this contract, the Earnest Money shall be promptly
         deposited in escrow with Lincoln Harris (name of person/entity with
         whom deposited), to be applied as part payment of the purchase price of
         the Property at the time the sale is closed, or disbursed as agreed
         upon under the provisions of Section 9 herein.

         [x] THE EARNEST MONEY IS TO BE DEPOSITED IN AN INTEREST BEARING
         ACCOUNT, TO BE APPLIED AS PART PAYMENT OF THE PURCHASE PRICE OF THE
         PROPERTY AT THE TIME SALE IS CLOSED, OR DISBURSED AS AGREED UPON UNDER
         THE PROVISIONS OFSECTION 9 HEREIN.


    (d)  "Examination Period" shall mean the period beginning on the date at
         contract, 60 DAYS
                   -------

    (e)  "Intended Use" shall mean the use of the property for the following
         purpose:

         office, or other permitted use under current I-1 zoning

         -----------------------------------------------------------------------

    (f)  "Property": (Address) 3101 Latrobe Drive, Charlotte, NC 28211
                                 -----------------------------------------------
<PAGE>

         (Legal Description/Description) 157-064-1
                                         -----------

         [x] If this box is checked, "Property" shall mean that property
         described on Exhibit A attached hereto and incorporated herewith by
         reference as if fully set forth herein, together with all buildings and
         improvements thereon and all fixtures and appurtenances thereto and all
         personal property, if any, itemized on Exhibit A.

    (g)  "Purchase Price" shall mean the sum of one million six hundred thousand
                                                --------------------------------
         Dollars ($1,6000,000).
                 ------------
         payable on the following terms:

         (i) Cash in the amount of Two hundred sixty thousand Dollars
         ($260,000).
         ----------
         (ii) Proceeds of a new loan in the amount of _one million, three
         hundred forty thousand Dollars ($_1,340,000) for a term of _years, at
         an interest rate not to exceed _9.0% per annum with mortgage loan
         discount points not to exceed _n/a_______% of the loan amount; Buyer
         shall pay all costs associated with any such loan.
         (iii) Delivery of a promissory note secured by a deed of trust, said
         promissory note in the amount of: _n/a___ Dollars ($___n/a_)being
         payable over___n/a__months in equal monthly installments of principal,
         together with accrued interest on the outstanding principal balance at
         the rate of ____n/a___percent__n/a_%) per annum, with the first
         principal payment beginning on the first day of the month next
         succeeding the date of Closing. At any time, the promissory note may be
         prepaid in whole or in part without penalty and without further
         interest on the amounts prepaid from the date of such prepayment. A
         partial payment will be credited against the next installment of
         principal due. In the event of Buyer's subsequent default upon a
         promissory note and deed of trust given hereunder, Seller's remedies
         will be limited to foreclosure of the property.

         (iv) Assumption of that unpaid obligation of Seller secured by a deed
         of trust on the Property, such obligation having an outstanding
         principal balance of $______n/a________________and evidenced by a note
         bearing interest at the rate of _______n/a____________percent
         (________n/a_______________%) per annum, or
         _____________n/a_________________________________.

    (h)  "Seller's Notice Address" shall be as follows:
                             NDC Automation
                             3101 Latrobe Drive
                             Charlotte, N.C.  28211
                             Attn: Claude Imbleau
         except as same may be changed pursuant to Section 10.

    (i)  "Buyer's Notice Address" shall be as follows:
                             PEMA, P. A.
                             1300 Baxtar St. #425
                             Chtl., N.C. 28204
         except as same may be changed pursuant to Section 10.

         [x] (j) If this block is marked, additional terms of this Agreement are
         set forth on Exhibit B attached hereto and incorporated herein by
         reference.

         Section 2. Proration of Expenses and Payment of Costs. Seller and Buyer
         agree that all property taxes, leases, rents, mortgage payments and
         utilities or other assumed liabilities as detailed on attached Exhibit
         B, if any, shall be prorated as of the date of Closing. Seller shall
         pay deed stamps and other conveyance fees or taxes, and Buyer shall pay
         recording costs, costs of any title search, title insurance, survey and
                  n/a
         -------------------------

         Section 3. Sale of Property. Seller agrees to sell the Property for the
         Purchase Price set forth above.

<PAGE>

         Section 4. Payment of Purchase Price. Buyer shall pay the Purchase
         Price in accordance with all the terms and conditions of this contract.

         Section 5. Title. Seller agrees to convey fee simple marketable title
         to the Property by general warranty deed, subject only to the
         exceptions hereinafter described. Seller represents and warrants that
         Seller is the fee simple owner of the Property, and at Closing, Seller
         shall deliver to Buyer good and marketable fee simple title to said
         Property, free and clear of all liens, encumbrances and defects of
         title other than zoning ordinances affecting the Property, utility
         easements of record serving the Property, taxes not yet due and
         payable, road rights-of-way of record and those other encumbrances,
         reservations, restrictions, and easements and other exceptions set
         forth on Exhibit C attached hereto ("Permitted Exceptions").

         Section 6. Conditions. This Agreement and the rights and obligations of
         the parties under the Agreement are hereby made expressly conditioned
         upon fulfillment (or waiver by Buyer) of the following conditions.

                  (a) New Loan. The Buyer must be able to obtain the loan, if
                      any, referenced in Section [(g) (ii). Buyer must be able
                      to obtain a firm commitment for this new loan on or at end
                      of inspection period, effective through the date of
                      closing. Buyer agrees to use its best efforts to secure
                      such commitment and to advise Seller immediately upon
                      receipt of Lender's decision.
                  (b) Qualification for Financing. If Buyer is to assume any
                      indebtedness in connection with payment of the Purchase
                      Price, Buyer agrees to use its best efforts to qualify for
                      the assumption. Should Buyer fail to qualify, Buyer shall
                      notify Seller in writing immediately upon lender's
                      decision, whereupon this Agreement shall terminate, and
                      Buyer shall receive a return of Earnest Money.
                  (c) Title Examination. After the date of execution of the
                      Agreement by Seller, Buyer shall, at Buyer's expense,
                      cause a title examination to be made of the Property
                      before the end of the Examination Period, as defined in
                      Section 1(d). In the event that such title examination
                      shall show that Seller's title is not good, marketable,
                      fee simple and insurable, then the Buyer shall immediately
                      notify the Seller in writing of all such title defects and
                      exceptions, as of the date the Buyer learns of the
                      defects, and Seller shall have thirty (30) days to cure
                      said noticed defects. If Seller does not cure the defects
                      or objections within thirty (30) days of notice thereof,
                      the Buyer may terminate this Agreement and receive a
                      return of Earnest Money (notwithstanding that the
                      Examination Period may have expired). If Buyer is to
                      purchase title insurance, the insuring company must be
                      licensed to do business in the state in which the property
                      is located. Title to the Property must be insurable at
                      regular rates, subject only to standard exceptions and
                      Permitted Exceptions.
                  (d) Intended Use. Seller represents and warrants that, to the
                      best of the Seller's knowledge, use of the Property for
                      its Intended Use will not violate any private restrictions
                      or governmental regulations. If Buyer determines, prior to
                      the date of Closing, that use of the property for its
                      Intended Use will violate any such private restrictions or
                      governmental regulations, the Buyer may terminate the
                      Agreement by written notice and receive a return of the
                      Earnest Money, and neither party shall have any further
                      obligations in connection with this Agreement.
                  (e) Same condition. If the Property is not in substantially
                      the same condition as of the date of the offer, reasonable
                      wear and tear excepted, then the Buyer may terminate the
                      Agreement and receive a return of the Earnest Money.
                  (f) Inspections. Buyer, its agents or representatives, at
                      Buyer's expense and at reasonable times during normal
                      business hours, shall have the right to enter upon the
                      Property for the purpose of inspecting, examining,
                      performing soil boring and other testing, conducting
                      timber cruises, and surveying the Property. Buyer shall
                      also have a right to review and inspect all leases,
                      contracts or other agreements affecting or relating
                      directly to the Property and shall be entitled to review
                      such books and records of Seller as relate directly to the
                      operation and maintenance of the Property. Buyer assumes
                      all responsibility for the acts of itself, its agents or
                      representatives in exercising its rights

<PAGE>

                      under this Paragraph and agrees to indemnify and hold
                      Seller harmless from any damages resulting therefrom.
                      Except as provided in Section 6 (c)above. Buyer shall have
                      from the date of acceptance through the end of the
                      Examination Period to perform the above inspections,
                      examinations and testing to determine if the Property is
                      suitable for the Intended Use. If, prior to the expiration
                      for the Examination Period, Buyer determines that the
                      Property is unsuitable, in Buyer's sole discretion, and
                      provides written notice to Seller thereof, then this
                      Agreement shall terminate, and Buyer shall receive a
                      return of the Earnest Money.

         Section 7. Environmental. Seller represents and warrants that it has no
         actual knowledge of the presence or disposal within the buildings or on
         the Property of hazardous or toxic waste or substances, which are
         defined as those substances, materials, and wastes, including but not
         limited to, those substances, materials and wastes listed in the United
         States Department Transportation Hazardous Material Table (49 CFR
         172.101) or by the Environmental Protection Agency as Hazardous
         substances (40 CFR Part 302) and amendments thereto, or such
         substances, material and wastes, which are if become regulated under
         any applicable local, state or federal law, including, without
         limitation, any material , waste or substance which is (i) petroleum,
         (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a
         Hazardous Substance pursuant to Section 331 of the Clean Water Act, 33
         U.S.C. seq. 1251, et. Seq. (33 U.S.C. 1321) or listed pursuant to
         Section 307 of the Clean Water Act (33 U.S.C. Sec 1371) (v) defined as
         hazardous waste pursuant to Section 1004 of the Resource Conservation
         and Recovery Act, 42 U.S. C. Sec. 6901, et. seq. (42 U.S. C. Sec. 6903)
         or (vi) defined as a hazardous substance pursuant to Section 101 of the
         Comprehensive Environmental Response, Compensation and Liability Act,
         42 U. S. C. Sec. 9601, et. seq. (42 U.S. C. 9601). Seller further
         states that is has no actual knowledge of any contamination of the
         Property from such substances as may have been disposed of or stored in
         neighboring tracts, and it has no reason to suspect that such use or
         disposal has occurred, either during or prior to its ownership of
         Property.

         Section 8. Risk of Loss/Damage/Repair. Until the Closing, the risk of
         loss or damage to the Property, except as otherwise provided herein,
         shall be borne by the Seller. In the event the Property is damaged so
         that the Property cannot be conveyed in substantially the same
         condition, as it was prior to Closing, Buyer may elect to terminate
         this Agreement, and the Earnest Money shall be returned to the Buyer.
         Except as to maintaining the Property in its same condition, Seller
         shall have no responsibility for the repair of the Property, including
         any improvements, unless the parties hereto agree in writing.

         Section 9. Earnest Money Disbursement. In the event this offer is not
         accepted, or in the event that any of the conditions hereto are not
         satisfied, or in the event of a breach of this Agreement by Seller,
         then the Earnest Money shall be returned to Buyer, but such return
         shall nor affect any other remedies available to Buyer for such breach.
         In the event this offer is accepted and Buyer breaches this Agreement,
         then the Earnest Money shall be forfeited, but such forfeiture shall
         not affect any other remedies available to Seller for such breach.
         NOTE: In the event of a dispute between Seller and Buyer over the
         return or forfeiture of Earnest Money held in escrow by a licensed real
         estate broker, the broker is required by state law to retain said
         Earnest Money in its trust or escrow account until it has obtained a
         written release from the parties consenting to its disposition or until
         disbursement is ordered by a court of competent jurisdiction.

         Section 10. Closing. The Closing shall consists of the execution and
         delivery by Seller to Buyer of a General Warranty Deed and other
         documents customarily executed by a seller in similar transactions,
         including without limitation, an owner's affidavit, lien waiver forms
         and a non-foreign affidavit and the payment by Buyer to Seller of the
         Purchase Price in accordance with the terms of the Purchase Price. At
         Closing, the Earnest Money shall be applied as part of the Purchase
         Price or as otherwise provided in Section 1 (c). The Closing shall be
         held at the office of Buyer's attorney or such other place as the
         parties hereto may mutually agree. Possession shall be delivered at
         closing, unless otherwise agreed herein.

         Section 11. Notices. Unless otherwise provided herein, all notices and
         other communications which may be or are returned to be given or made
         by any party to the other in connection herewith shall be in writing
         and shall be deemed to have been properly given and received on the
         date delivered in

<PAGE>

         person or deposited in the United States mail, registered or certified,
         return receipt requested, to the addresses set out in Section 1 (h) as
         to Seller and in Section 1 (i) as to Buyer, or at such other addresses
         as specified by written notice delivered in accordance herewith.

         Section 12. Entire Agreement. This Agreement constitutes the sole and
         entire agreement among the parties hereto and no modification of this
         Agreement shall be binding unless in writing and signed by all parties
         hereto.

         Section 13. Adverse Information and Compliance Laws.

                  (a) Seller Knowledge. Seller has no knowledge of (i)
                  condemnation(s) affecting or contemplated with respect to the
                  Property; (ii) actions, suits or proceedings pending or
                  threatened against the Property; (iii) changes contemplated in
                  any applicable laws, ordinances or restrictions affecting the
                  Property; or (iv) governmental special assessments, either
                  pending or confirmed, for sidewalk, paving, water, sewer, or
                  other improvements on or adjoining the Property, and no
                  owner's association special assessments, except as follows:


--------------------------------------------------------------------------------
         (Insert "None" or the identification of such assessments, if any).
         Seller shall pay all confirmed owner's association assessments and all
         confirmed governmental assessments, if any, and Buyer shall take title
         subject to all pending assessments, if any, unless otherwise agreed as
         follows:
         -----------------------------------------------------------------------

                  (b) Compliance. To the best of Seller's knowledge and belief,
                  (i) Seller has complied with all applicable laws, ordinances,
                  regulations, statutes, rules and restrictions pertaining to or
                  affecting the Property; (ii) performance of the Agreement will
                  not result in the breach of, constitute any default under or
                  result in the imposition of any lien or encumbrance upon the
                  property under any agreement or other instrument to which
                  Seller is a party or by which Seller or the Property is bound;
                  and (iii) there are no legal actions, suits or other legal or
                  administrative proceedings pending or threatened against the
                  property, and Seller is not aware of any facts which might
                  result in any such action, suit or other proceeding.

         Section 14. Survival of Representations and Warranties. All
         representations, warranties, covenants and agreements made by the
         parties hereto shall survive the Closing and delivery of the deed.
         Seller shall, at or within six (6) months after the Closing, and
         without further consideration, execute, acknowledge and deliver to
         Buyer such other documents and instruments, and take such other action
         as Buyer may reasonably request or as may be necessary to more
         efficiently transfer to Buyer the Property described in accordance with
         this Agreement.

         Section 15. Applicable Law. This Agreement shall be construed under the
         laws of the state in which the Property is located.

         Section 16. Tax-Deferred Exchange. In the event Buyer or Seller desires
         to effect a tax-deferred exchange in connection with the conveyance of
         the Property, Buyer and Seller agree to cooperate in effecting such
         exchange; provided, however, that the exchanging party shall be
         responsible for all additional costs associated with such exchange, and
         provided further, that a non-exchanging party shall not assume any
         additional liability with respect to such tax deferred exchange. Seller
         and Buyer shall execute such additional documents, at no cost to the
         non-exchanging party, as shall be required to give effect to this
         provision.

<PAGE>

         THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL
         CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW. THE NORTH
         CAROLINA ASSOCIATION OF REALTORS (R) MAKES NO REPRESENTIONS CONCERNING
         THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
         DOCUMENT OR THE TRANSACTION TO WHICH IT RELATES. IF YOU DO NOT FEEL
         THIS DOCUMENT MEETS YOUR NEEDS, YOU MAY WISH TO CONSULT YOUR ATTORNEY.

<TABLE>
<CAPTION>
         Buyer:                                                    Seller:
<S>                                                     <C>

         -------------------------------------------------------------------------------------------
         Business Entity:                                Business Entity:
         -------------------------------------------------------------------------------------------
         Piedmont Emerency Medical Assoc. P.A            NDC Automation, Inc.
         -------------------------------------------------------------------------------------------
                        (Name of Firm)                                  (Name of Firm)
         -------------------------------------------------------------------------------------------
         By:   /s/ Steven G. Justin (SEAL)               By: /s/ Claude Imbleau     (SEAL)
         -------------------------------------------------------------------------------------------
         Title:     President                            Title: COO
         -------------------------------------------------------------------------------------------
         Date:                                           Date: 11/13/2000
         -------------------------------------------------------------------------------------------
</TABLE>


         The undersigned hereby acknowledges receipt of the Earnest Money set
         forth herein and agrees to hold said Earnest Money in accordance with
         the terms hereof.

================================================================================

                                          (Name of Firm)
         Date:                                  By:
               --------------------------           ----------------------------


<PAGE>

                                    Exhibit B
          Addendum to Agreement for Purchase and Sale of Real Property
                                 By and Between
                Piedmont Emergency Medicine Assoc., P. A. (Buyer)
                                       And
                          NDC Automation, Inc. (Seller)

1.            Buyer may extend the Examination Period for an additional thirty
              (30) days by deposition an additional twenty-five thousand dollars
              ($25,000.00) (the "Additional Deposit") in escrow at the end of
              the initial sixty day Examination Period. At that time, the entire
              fifty thousand dollars ($50,000.00) shall be considered at risk
              and non-refundable. Closing shall occur sixty (60) days following
              the end of the extended Inspection Period.
                                                        ------------------------

2.            On or before November 30, 2000 Buyer shall provide Seller with
              pre-qualification approval from Buyer's lending institution of
              choice setting forth Buyer's capacity to purchase the Property.

                                                        ------------------------

3.            This Agreement is contingent upon written approval from Seller's
              board of Directors. Due diligence will begin after approval from
              Board of Directors.

4.            With thirty (30) day advance notice, Seller will provide Buyer
              space within the Property for Buyer's temporary use until this
              transaction is closed. The specific location and terms for the
              temporary space shall be as agreed upon between Buyer and Seller
              at that time. Furniture, fixtures and equipment (including
              telephone system and computer wiring) within the Property are also
              available for purchase by Buyer under a separate agreement.
              Regardless, wiring for telephones and computers to remain intact.

</TEXT>
</DOCUMENT>
