EXHIBIT 10.36
TURNKEY HOSPITAL AGREEMENT FOR ZHONGSHAN
---------------------------------------------
HOSPITAL AFFILIATED TO MEDICAL CENTER OF FUDAN
----------------------------------------------
UNIVERSITY, SHANGHAI
--------------------
AS AMENDED JULY 6, 2000
-----------------------
WITH SIGNATURES EFFECTIVE FROM JUNE 30, 2000
--------------------------------------------
THIS AGREEMENT IS MADE BY AND ENTERED INTO BETWEEN ZHONGSHAN HOSPITAL AFFILIATED
TO MEDICAL CENTER OF FUDAN UNIVERSITY (HEREINAFTER REFERRED TO AS PARTY A) AND
NEUROTECH DEVELOPMENT CORPORATION (HEREINAFTER REFERRED TO AS PARTY B).
PARTY A:
ZHONGSHAN HOSPITAL AFFILIATED TO MEDICAL CENTER OF FUDAN UNIVERSITY, LOCATED AT
136 YI XXX XXXX ROAD, SHANGHAI, THE PEOPLES REPUBLIC OF CHINA (PARTY A) WILL BE
THE OPERATOR OF THE HOSPITAL AND IS ENTERING INTO THIS AGREEMENT WITH FULL
CORPORATE INTENT AND LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS
OF THE PEOPLES REPUBLIC OF CHINA.
PARTY B:
NEUROTECH DEVELOPMENT CORPORATION, A DELAWARE CORPORATION LOCATED AT 00 XXXXXXX
XX., XXXXXXXXX, XXX XXXX, XXX, HEREBY REFERRED TO AS PARTY B, WILL CONSTRUCT THE
NEW ZHONGSHAN HOSPITAL IN ACCORDANCE WITH THE COMMON BASIS AGREED DURING THE
MEETINGS OF APRIL 8TH - 17TH 2000.
1. FOR PROMOTING THE PRESENT MEDICAL CONDITION OF PARTY A THE PROPOSED HOSPITAL
FACILITY WILL BE CONSTRUCTED BY PARTY B. THE FACILITY WILL BE BUILT AS A
STEEL AND CONCRETE STRUCTURE COMPLETELY COMPLIANT WITH THE INTERNATIONAL
BUILDING CODES EARTHQUAKE STANDARD FOR THE YEAR 2000. THE FACILITY SHALL BE
FULLY EQUIPPED AS DESCRIBED IN THIS CONTRACT.
2. THINGS PROVIDED BY PARTY B ON THE APPOINTED SITES OF PARTY A ARE AS FOLLOWS:
72,000 SQ. METER TERTIARY HOPSITAL
TRAUMA CENTER
EXTENDED OUTPATIENT FACILITY
DAY SURGERY
SIGN HERE
---------------------------
DATE
---------------------------
RESEARCH LABORATORIES
SURGICAL CENTRE
UNDERGROUND PARKING
RESIDENCE AS DESCRIBED AND APPROVED IN THE HOSPITAL
PLANS AS SUBMITTED IN TRUE COPY FORM ON APR 17TH 2000. THE HOSPITAL WILL
FURTHER CONSIST OF THE FOLLOWING IN GENERAL TERMS WITH FINAL MODIFICATION
IN YEAR 2 OF CONSTRUCTION FOR THE SPECIFIC EQUIPMENT LIST. ALL DIAGNOSTIC
EQUIPMENT IS NEW AND IS SUBJECT TO AVAILABILITY AND IS DIGITAL IN
SPECIFICATION. HOSPITAL WILL CONSIST OF:
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYTEMS
INTENSIVE CARE UNIT (ICU)
CARDIAC CARE UNIT (CCU)
RADIOLOGY EQUIPMENT
SATELLITE COMMUNICATION LINK
DIGITAL DIAGNOSTIC EQUIPMENT (VARIOUS)
BEDS
FIXTURES
FURNISHING
OTHERS
CONSTRUCTION STANDARD : USA
EQUIPMENT STANDARD : USA
MANUALS : CHINESE AND ENGLISH
3. DEPOSIT
DEPOSIT REQUIREMENT IS HEREBY WAIVED.
4. PROCEDURE ORDER OF THE AGREEMENT
UPON ISSUANCE OF THE FINANCING SCHEDULE NEUROTECH WILL SEND A JOINT
BUDGETARY COMMITTEE TO WORK WITH ZHONGSHAN HOSPITAL TO FINALIZE THE TIME
SCHEDULES AND ALLOCATIONS THRU THE CREATION OF A "FIRST DRAFT BUDGET".
UPON INITIAL PAYMENT BY THE ADMINISTRATOR TO NEUROTECH, AND IN ACCORDANCE
WITH THE BUDGETS PUBLISHED BY THE
SIGN HERE
---------------------------
DATE
---------------------------
JOINT COMMITTEE OF NEUROTECH AND ZHONGSHAN HOSPITAL, PAYMENTS WILL BE MADE
TO THE PARTIES AS DESIGNATED BY THE BUDGET. NEUROTECH WILL SEND A TECHNICAL
TEAM TO WORK WITH A TEAM DESIGNATED BY ZHONGSHAN HOSPITAL. IT WILL BE THIS
TEAM THAT WILL COMPLETE THE PROPOSED OPERATING RECOMMENDATIONS AND
APPROPRIATE HEALTH STUDIES FOR THE FINAL BUDGETS. THIS A TEAM SHALL CONSIST
OF ARCHITECTURAL, ENGINEERING AND MEDICAL PERSONNEL.
5. APPROVALS REQUIRED
PARTY A AGREES TO ACCEPT THE RECOMMENDATION AND CONFIGURATIONS OF THE JOINT
MEDICAL AND ENGINEERING TEAM. PARTY A WILL BE THE APPLICANT OF RECORD FOR
ALL GOVERNMENT LICENSES AND TAX EXEMPTION CERTIFICATES.
6. PAYMENT
PAYMENTS WILL BE RECEIVED ON AN INSTALLMENT BASIS, AND DISTRIBUTED IN
ACCORDANCE WITH THE BUDGETS SET FORTH BY THE JOINT COMMITTEE. THE
DISTRIBUTION OF FUNDS WILL ALSO BE REGULATED BY THE FINAL TERMS OF THE
FINANCING AGREEMENT.
IT IS FURTHER UNDERSTOOD AND MUTUALLY AGREED THAT THE TERMS OF THE
FINANCING, AS WELL AS CHANGES IN TECHNOLOGY, AND CHANGES IN COST WILL
EFFECT THE COMPLETION TIME AND COSTS OF THIS PROJECT.
ALL PAYMENTS RECEIVED WILL BE FOR CAPITAL EXPENSES WHICH INCLUDE, BUILDING,
MACHINERY AND EQUIPMENT, SITE PREPARATION, DIRECT LABOR, INSURANCE,
CONTENTS, FURNITURE AND FIXTURES, TRAINING OF PERSONNEL, SUPPLIES ETC.
FUNDS TO OPERATE THE FACILITY WILL BE PROVIDED BY PARTY A.
7. DELIVERY TIME
THERE IS ONLY ONE (1) HOSPITAL THAT IS ZHONGSHAN HOSPITAL AFFILIATED TO
MEDICAL CENTER OF FUDAN UNIVERSITY IN THIS CONTRACT. THE CONSTRUCTION OF A
COMPLEX FOR EMERGENCY AND OUTPATIENT CARE IN THIS HOSPITAL WILL BE
DELIVERED AND OPENED IN ___ MONTHS FROM THE COMMENCEMENT DATE, TARGETED
GROUND BREAKING IS NOVEMBER 2000.
SIGN HERE
---------------------------
DATE
---------------------------
8. TRAINING
STAFF TRAINING WILL COMMENCE AT THE BEGINNING OF THE MID-CYCLE OF THE
PRODUCTION PROCESS. THE SALARIES, MEALS, COMMUNICATION AND TRAINING FEES
OF THE EMPLOYEE ARE THE RESPONSIBILITY OF THE PARTY B. TRAINING WILL TAKE
PLACE AT THE UNIVERSITY OF TEXAS, HOUSTON, AND OTHER APPOINTED UNIVERSITIES
AND HOSPITALS WITHIN NEUROTECH'S AFFILIATIONS. THERE WILL BE 5 CLASS
SHIFTS.
9. ADMINISTRATOR OF THE PROJECT
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 24 MONTHS OF OPERATION
AT THE EXPENSE OF THE PARTY B.
10. FINANCING
FINANCING IS ARRANGED THROUGH THE WORLD COUNCIL FOR PEOPLES OF THE UNITED
NATIONS, INCLUDING INSTALLMENT PROGRAMS PAID TO THE PARTY A FOR THE TURNKEY
COMPLETION OF THE PROPOSED FACILITY.
11. PARTY A PROVIDES:
LAND
MEMBERS OF JOINT COMMITTEE
PRELIMINARY OPERATING PLAN
PRELIMINARY CONSTRUCTION PLAN
12. INVESTMENT FUNDS
THE EMERGENCY AND OUTPATIENT DEPARTMENT OF THE HOSPITAL FACILITY IS PRICED
AT $140,000,000.00 USD INCLUSIVE OF DELIVERY AND INSTALLATION, SITE
PREPARATION, CONSTRUCTION, MACHINERY, EQUIPMENT, TRAINING, PHARMACEUTICALS,
MEDICAL DISPOSABLES, LABORATORIES, ANCILLARY FIXTURES AND FURNISHINGS, WITH
ALL OTHER ITEMS AS DESCRIBED IN THE FINAL TURNKEY OPERATING PLAN. PRICING
MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PARTY A.
SIGN HERE
---------------------------
DATE
---------------------------
THIS AGREEMENT SIGNED BY BOTH REPRESENTATIVES OF PARTY A AND B WILL BE EFFECTIVE
AFTER CHINESE GOVERNMENT APPROVAL. THE AGREEMENT WOULD NOT BE EFFECTIVE BEYOND
THE NECESSITY OF THE PARTY A. THIS CONTRACT WILL BE DEEMED VALID AND SUBJECT TO
THE LAWS OF PEOPLE'S REPUBLIC OF CHINA.
AGREED:
PARTY B: /s/ Xxxxxxxx X. Xxxx DATE: July 6, 2000
---------------------- ---------------
NEUROTECH CORPORATION (as amended)
NEW YORK, USA
XXXXXXXX X. XXXX, VICE-PRESIDENT
PARTY A: /s/Zhang Qunren DATE: JUNE 30, 2000
-----------------
ZHONGSHAN HOSPITAL AFFILIATED
TO MEDICAL CENTER OF FUDAN
UNIVERSITY
ZHANG QUNREN,
VICE EXECUTIVE PROJECT MANAGER
AGENT: : /s/ Xxxxxx Xxx DATE: June 30, 2000
---------------- ---------------
GRACE FAME INDUSTRIAL, LTD.
XXXXXX XXX, DIRECTOR
