EXHIBIT 10.28
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, LOCATED AT 00 XXXXXXX XXXXXX, XXXXXXXXX, XXX
XXXX, 00000, XXX, A REGISTERED DELAWARE CORPORATION HEREBY REFERRED TO AS THE
SELLER.
2. PURCHASOR
THE XXXX XXXXX PROVINCE RIYUE MING ECONOMIC AND TRADE CO. LTD. HEREINAFTER
REFERRED TO AS THE PURCHASOR.
THAT THE PURCHASOR WILL BE THE OPERATOR OF THE HOSPITAL(S), THE PURCHASOR IS
ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT AND LEGAL RESPONSIBILITY
IN ACCORDANCE WITH THE GOVERNING LAWS OF THE PEOPLES REPUBLIC OF CHINA.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER IN THE
TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
A 200 BED ACUTE CARE FACILITY WITH FULL OUTPATIENT DEPARTMENTS AND SERVICES AS
WELL AS EMERGENCY SERVICES, AND EDUCATION CENTRE. THIS HOSPITAL WILL ACT IN
CONJUNCTION WITH AND AS PART OF A MEDICAL COLLEGE SYSTEM, WITH A QUALIFIED
TRAUMA CENTRE.
SIZE: 150,000 SQ FEET
NUMBER OF BEDS: 200
STRUCTURE: PREFABRICATED CONCRETE
ALL ACUTE CARE DEPARTMENTS: RADIOLOGY
EMERGENCY
ONCOLOGY
NEUROLOGY
ORTHOPEDIC
OBSTETRIC
GYNECOLOGY
PEDIATRIC
SURGERY
UROLOGY
INTERNAL MEDICINE
CARDIOLOGY
LABORATORY
OPERATING SYSTEMS: ACCOUNTING
PURCHASING
MEDICAL RECORDS
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES TURNKEY HOSPITALS" TO ACT AS SATELLITE
HOSPITALS IN THE SURROUNDING AREAS.
SIZE: HOSPITAL 14,000 SQ. FT. SET UP WITH MAX OCCUPANCY OF 80 BEDS
MIN OCCUPANCY 50 BEDS. # BEDS WILL VARY IN ACCORDANCE WITH LOCAL
AREA REQUIREMENTS FOR OUTPATIENT SERVICES
HOSPITALS SHALL CONSIST OF: PREFABRICATED STEEL BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT (PER BOOK)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD: USA
HEALTH PRACTICE CODE: USA
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES: STAFF TRAINING IN USA
MEDICAL STAFF: FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES ONLY: MAINTENANCE SUPERVISOR
HOUSEKEEPING
DIETARY SUPERVISORS
6. DEPOSIT
NORMAL DEPOSIT REQUIREMENTS ARE HEREBY WAIVED.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH CORPORATION" CANNOT BE USED IN THE OPERATING NAME OF THE
HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF DEPOSIT, GLOBAL HEALTH
TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY, OPERATING
STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS FOR
EACH HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH ETC.
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND
SELECTION OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND
PHYSICAL MODEL FOR FINAL APPROVAL.
10. PAYMENT
UPON PURCHASORS ACCEPTANCE OF FINAL REPORT AND MODEL, PURCHASOR'S BANK WILL
OPEN BANK GUARANTY WITH THE BANK OF CHINA FOR CONSTRUCTION OF THE PROPOSED
HOSPITAL(S).
11. DELIVERY TIME
THERE IS 1 ACUTE CARE HOSPITAL IN THIS CONTRACT AND 3 MODULAR HOSPITALS
WHICH WILL BE DELIVERED AND OPENED IN ACCORDANCE WITH THE FINAL SCHEDULES
SET FORTH BY MUTUAL AGREEMENT BETWEEN THE PURCHASOR AND THE SELLER.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING PROCESS.
AIR TRANSPORTATION, EMPLOYEE SALARIES, MEALS, ARE THE RESPONSIBILITY OF THE
PURCHASOR.
TRAINING SHALL TAKE PLACE AT THE UNIVERSITY OF TEXAS, AT GALVESTON, OR ANY
OTHER NEUROTECH AFFILIATED SCHOOL.
THERE WILL BE 3 CLASSES, EACH TIMED FOR THE DELIVERY OF THE HOSPITAL(S) FOR
THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 6 MONTHS OF OPERATION AT
THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS PROVIDED BY THIRD PARTY PROVIDERS, SUCH AS BANKS, INSURANCE
COMPANIES, MORTGAGE COMPANIES, EQUITY INVESTORS IN ACCORDANCE WITH THE TERMS
OF THE BANK GUARANTY.
15. PURCHASOR PROVIDES
LAND
ROAD
ELECTRICITY
FRESH WATER
SEWAGE
CONTRACT 1: PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE)
16. PRICING
THE 200 BED ACUTE CARE FACILITY IS PRICED AT $50,000,000 USD.
EACH MODULAR HOSPITAL IS PRICED AT $15,000,000 USD INCLUSIVE OF DELIVERY AND
INSTALLATION, AND TRAINING COSTS. THERE ARE 3 UNITS TOTALLING $45,000,000.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PURCHASOR.
TOTAL PRICE OF THIS PROJECT FOR (4) HOSPITALS IS $95,000,000 USD.
17. ENDORSEMENTS
THIS HOSPITAL PROJECT HAS BEEN SUBMITTED TO THE UNITED NATIONS WORLD COUNCIL OF
PEOPLES FOR ENDORSEMENT AS A HUMANITARIAN PROJECT, AND AS SUCH MAY USE THIS
ENDORSEMENT WHEN SEEKING FINANCING, AND GOVERNMENTAL APPROVAL.
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF PEOPLES REPUBLIC
OF CHINA.
19. LOCATIONS
THE HOSPITALS SHALL BE LOCATED IN THE AREAS DIRECTED BY THE MUNICIPALITY OF
HANGZHOU. MODIFICATIONS IN DESIGN REQUIRED BY GEOGRAPHICAL LOCATION, WILL BE THE
RESPONSIBILITY OF THE PURCHASOR.
SUCH SPECIAL CONDITIONS INCLUDE, CONSTANT POWER GENERATION, MEDICAL WASTE
DISPOSAL UNIT, FLOOD PLANE, EARTHQUAKE ETC.
A SEPARATE PUBLIC HEALTH ANALYSIS WILL BE DONE FOR EACH AREA.
20. RECOGNIZED AGENTS
THE FOLLOWING AGENTS ARE RECOGNIZED AS AGENTS FOR THE SELLER:
21. TERM OF PROJECT
THIS PROJECT IS ESTIMATED TO TAKE 3 YEARS TO COMPLETE FROM THE DATE OF INITIAL
CONTRACT PAYMENT.
SO WE HEREBY COMPLETE THIS AGREEMENT AND SET FORTH OUR SIGNATURES ON THIS DATE.
AGREED
SELLER: /s/ XXXXXXXX X. XXXX DATE: 24 OCTOBER 99
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NEUROTECH DEVELOPMENT CORPORATION
XXXXXXXX X. XXXX, VICE PRESIDENT
PURCHASOR: /s/ XXXXX XXXX XXXX DATE: 24 OCTOBER 99
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XXXX XXXXX PROVINCE RIYUEMING
ECONOMIC AND TRADE CO LTD
XXXXX XXXX XXXX, VICE GENERAL
MANAGER
AGENT: /s/ SOPHIA XXX XXX DATE: 24 OCTOBER 99
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GRACE FAME INDUSTRIAL LTD
SOPHIA XXX XXX, PRESIDENT
Xxxx Xxxxx Province, Riyueming Economic and Trade Co. Ltd.
00-0 0xx Xxxxxxx, Xxxxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxx Xxxxxxxx of China
October 27, 1999 Hangzhou
Dear Xx. Xxxx,
Please to confirm that feasibility report from Neurotech Co. have been accepted.
We plan to issue bank guaranty in period follow the Chinese New Year.
No model required for payment. Model and drawings only for authorities
registration.
We look to see you and Mr. Xxxxx in Hangzhou in next month.
Respectfully,
Xxxxx Xxxx-Xxxxx, Vice General Manager
