EXHIBIT 10.35
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH CORPORATION, A DELAWARE CORPORATION, LOCATED AT 00 XXXXXXX XX,
XXXXXXXXX, XXX XXXX, XXX, HEREBY REFERRED TO AS THE SELLER.
2. PURCHASOR
SHANGHAI XXXXXX BIOLOGICAL TECHNOLOGY DEVELOPMENT CO. LTD., WILL HEREBY BE
REFERRED TO AS THE PURCHASOR, THAT THE PURCHASOR WILL BE THE OPERATOR OF THE
HOSPITAL, AND SENIOR CARE FACILITIES.
THE PURCHASOR IS ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT AND
LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS OF THE PEOPLE'S
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 HOSPITAL
SIZE: HOSPITAL FACILITY 14,000 SQ FT, SET UP WITH MAX OCCUPANCY OF 50 BEDS WITH
EXTENDED OUTPATIENT FACILITY, DAY SURGERY.
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
INTENSIVE CARE UNIT (ICU)
CARDIAC CARE UNIT (CCU)
CONSTRUCTION STANDARD : USA
PHARMACEUTICAL STANDARD : USA AND CHINA
EQUIPMENT STANDARD : USA
HEALTH PRACTICE CODE : USA
MANUALS : ENGLISH AND CHINESE
DESCRIPTION OF SENIOR RESIDENCE FACILITIES:
DESCRIPTION OF THE SENIOR RESIDENCE FACILITIES
2000 BED SENIOR RESIDENCES CONSISTING OF 2 BEDS PER UNIT, HANDICAPPED ACCESS
FULLY FURNISHED.
200 BED SENIOR RESIDENCE FOR WELFARE AT 6 BEDS PER UNIT.
MAN MADE POND, FOUNTAINS, AND RECREATION FACILITIES, INCLUDING RESTAURANT AND
SHOPS.
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES: STAFF TRAINING IN USA
FOR FULL MEDICAL STAFF,
LABORATORY STAFF,
ADMIN STAFF
SUPPORT SERVICES ONLY: MAINTENANCE SUPERVISOR
HOUSEKEEPING
DIETARY SUPERVISORS
6. DEPOSIT
DEPOSIT REQUIREMENT IS 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 INITIAL PAYMENT, NEUROTECH
TECHNICAL TEAM WILL ARRIVE AT SITE, AND BEGIN PLANNING AND OPERATING
STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL. THIS REPORT
SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND INTERIOR DRAWINGS FOR
THIS GERIATRIC HOSPITAL, AND SENIOR RESIDENCE AND RECREATION.
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND
SELECTION OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
PURCHASOR WILL PROVIDE BASIC PLAN, AND SELLER WILL PROVIDE FINAL DRAWINGS
ALL WHICH NEED TO BE FILED WITH LOCAL GOVERNMENT. SELLER'S LOCAL OFFICE
WILL PREPARE ALL FILING DOCUMENTS, TO BE FILED BY PURCHASOR WITH
GOVERNMENT.
10. PAYMENT
PAYMENTS WILL PROCEED IN ACCORDANCE WITH THE FINANCING AGREEMENT. DURING INITIAL
PROGRAM STAGES FINAL ENGINEERING DRAWINGS WILL BE COMPLETED, AND SITE WORK WILL
COMMENCE. PAYMENTS WILL BE ON AN INSTALLMENT BASIS IN ACCORDANCE WITH THE
FINANCING AGREEMENT.
11. DELIVERY TIME
THERE ARE ONE (1) HOSPITALS IN THIS CONTRACT. ONE (1) HOSPITALS WILL BE
DELIVERED AND OPENED WITHIN 36 MONTHS FROM THE COMMENCEMENT DATE, OF THIS
CONTRACT.
THERE ARE 2000 SENIOR RESIDENCE BEDS CONSISTING OF 1000 UNITS, AND 200 SENIOR
WELFARE BEDS CONSISTING OF 34 UNITS. RECREATION FACILITY, POND AND SHOPS ALL TO
BE COMPLETED WITHIN 36 MONTHS OF INITIAL PAYMENT.
DELIVERY TIME IS GUARANTEED WITHIN THE ABOVE MENTIONED PERIODS.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MID-CYCLE OF THE HOSPITAL
PRODUCTION PROCESS.
EMPLOYEE SALARIES, MEALS, ARE THE RESPONSIBILITY OF THE PURCHASOR.
TRAINING SHALL TAKE PLACE AT THE UNIVERSITY OF TEXAS, AT HOUSTON, AND OTHER
APPOINTED UNIVERSITIES AND HOSPITALS WITHIN NEUROTECHS AFFILIATIONS. THERE WILL
BE ONE CLASS.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 6 MONTHS OF OPERATION AT THE
EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS ARRANGED THROUGH THIRD PARTY PROVIDERS. PROGRAMS ARE INSTALLMENT
PROGRAMS PAID TO THE SELLER FOR THE TURNKEY COMPLETION OF THE PROPOSED
FACILITIES.
15. PURCHASOR REQUIREMENTS
PURCHASOR PROVIDES: LAND
SITE PREPARATION
WATER LINES
SEWERAGE LINES
ELECTRICITY
ROADS
16. PRICING
THE GERIATRIC CARE HOSPITAL FACILITY IS PRICED AT $15,000,000 USD INCLUSIVE OF
DELIVERY AND INSTALLATION, SITE PREPARATION, AND CONSTRUCTION, MACHINERY AND
EQUIPMENT, MEDICAL STAFF TRAINING, PHARMACEUTICALS, MEDICAL DISPOSABLES, AND
ANCILLARY FIXTURES AND FURNISHINGS.
THE GERIATRIC CARE FACILITIES INCLUSIVE OF FURNISHINGS, RECREATION AREA, SHOPS
AND RESTAURANTS ARE PRICED $37,000,000 USD.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PURCHASOR.
ANY INFRASTRUCTURE, INCLUDING ROADS, SEWERAGE, SITE PREPARATION, MAY BE ADDED TO
THE COST OF THE HOSPITAL IF DONE BY THE SELLER.
17. ENDORSEMENTS & APPROVALS
THIS HOSPITAL PROJECT HAS BEEN SUBMITTED TO THE UNITED NATIONS WORLD COUNCIL OF
PEOPLES FOR APPROVAL AS A HUMANITARIAN PROJECT, AND AS SUCH MAY USE THIS
APPROVAL 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.
AGREED:
SELLER: /s/ XXXXXXXX X. XXXX DATE: April 16, 2000
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NEUROTECH CORPORATION
NEW YORK, USA
XXXXXXXX X. XXXX, VICE-PRESIDENT
PURCHASOR: /s/ [SIGNATURE APPEARS HERE] DATE:
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SHANGHAI XXXXXX BIOLOGICAL TECHNOLOGY DEVELOPMENT CO. LTD.
SHANGHAI, CHINA
DIRECTOR
AGENT: /s/ XXXXXX XXX DATE: April 16, 2000
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GRACE FAME INDUSTRIAL LTD.
PRESIDENT: XXXXXX XXX [SEAL OF GRACE FAME INDUSTRIAL LTD.]
