EXHIBIT 10(o)
GOLDEN HEALTH CARD
CONTRACT
This agreement ("Card Contract") is entered between TriSun Medical
Corporation--China, a corporation formed ("TSM") by the China National Institute
of Hospital Administration for the purpose of promoting advanced technology in
health care, and TriSun/CTI Asia, Ltd, a Cyprus corporation ("TriSun") formed as
a strategic alliance partner for initiating telemedicine capabilities in the PRC
for the health care industry.
WHEREAS, the shareholders of TriSun accepted on October 6, 1994, the joint
responsibility for implementing the major health care plan adopted by the
Ministry of Public Health through the National Institute of Hospital
Administration ("NIHA") to employ for the hospitals of China a telemedicine
capacity to intergrade the hospital management computer systems, and to install
thermal imaging technology in the hospitals for advanced health care in China
(the "Golden Health Plan");
WHEREAS, the Ministry of Public Health through the NIHA adopted the
business plan for TriSun on October 22, 1994, and granted to TriSun the
exclusive right to place thermal imaging and telemedicine technologies in the
hospitals in China; and
WHEREAS, this Card Contract is entered for the purpose of accomplishing the
agreed responsibility of TriSun to formulate and execute a comprehensive plan
for the exclusive placement of laser cards designed to facilitate health care
("Health Cards") in China.
W I T N E S S E T H:
NOW, THEREFORE, in exchange for the premises set forth herein, and in
contemplation of the assistance of third-parties necessary to accomplish the
Golden Health Plan, the parties agree as follows:
1. PURPOSE. TriSun agrees to operate a "National Health Card" service to
promote and improve the delivery of Health Care to citizens of the Peoples
Republic of China. Use of the Health Cards will substantially improve the
efficiency of delivering health care services. Therefore, TriSun and TSM will
encourage patients to use Health Cards by offering substantial benefits through
the hospitals and clinics when obtaining medical services. The TriSun Health
Card service will offer benefits to the hospitals and medical clinics for
cooperating in the use and distribution of Health Cards among patients so that
the benefits of using the Health Cards can commence immediately. The Health
Card is the first stage to accomplish the goals of the Golden Health Plan.
2. THE HEALTH CARD. The Health Cards will be used for admitting and
discharging patients and for recording and recalling medical records. The
Health Cards will eliminate the need for recording and storing paper files for
medical and insurance records of the patient. Nationwide, Health Cards will
result in substantial reduction in health care costs through the elimination of
storage requirements for medical records. The cost savings from utilization of
Health Cards will pay over time for the cost in implementing the telemedicine
system being implemented by TSM pursuant to the Golden Health Telemedicine
Contract. TSM grants TriSun the exclusive right to supply laser cards for use
in all hospitals and clinics supervised by the NIHA to ensure compatibility and
to protect the privacy of medical records. TriSun shall select an effective
Health Card for the PRC to meet the goals set by TSM. The Health Card must be
durable and capable of containing laser information which will impede tampering
with medical records of the patient. TriSun shall adopt a design approved by
TSM which has picture identification. TriSun shall deliver ordered cards to the
persons when they complete their membership applications and pay the membership
fee.
3. THE TRISUN DATABASE. TriSun will invest in the development of a
computer database which will be developed over time to offer numerous benefits
to its members to assist with the delivery of health care. Among the functions
of the database will be the following:
1
1) Each member will receive a laser coded Health Card which will store
the member's medical records and interface with the data base.
2) The database is currently updated with each member's medical treatment
with each use of the Health Card.
3) The medical history of each member is recorded on the Health Card and
on a centralized computer archive to avoid loss of medical records and
to enable prompt access by an individual to his own medical records.
4) Over time, the database will be developed to enable Health Card
members to access information about the availability of specific
medical treatments and the locations of doctors and clinics with a
particular medical expertise.
(5) The database will be developed to advise member's of special
treatments or discounts available.
(6) The database will collect digitized thermal images from examinations
and cross reference actual disorders. This database will continually
improve a diagnostic analysis of thermal imaging to assist a member's
attending doctor to diagnose the ailment.
4. TRISUN BUSINESS PLAN. TriSun will invest in the development of the
computer database and in the nationwide system for providing Health Card
benefits to its members. TSM agrees to obtain the cooperation of the hospitals
and clinics supervised by the NIHA to enable the Health Card business plan of
TriSun to succeed to facilitate the delivery of health care in China. A
description of the initial business plan of TriSun is attached as Exhibit A.
5. MEMBERSHIP FOR HEALTH CARD USERS. TriSun will provide membership
application forms for the TriSun Health Card. To become a member in the TriSun
Health Card, each person will submit a completed application form along with
three year membership fee of RMB 125. (This fee will be adjusted for any
material fluctuations in currency.) TSM will distribute TriSun Health Card
membership applications among the hospitals and clinics supervised by the NIHA.
TSM will cause hospitals and clinics to immediately distribute the applications
to patients and to collect the completed applications and membership fees. TSM
will send the membership applications and fees to TriSun. TSM's goal is for
each hospital to collect 100,000 applications and for each small hospital (under
250 beds) and clinic to collect 10,000 applications. TriSun will deliver to
each member, through the participating hospital or clinic, a coded laser Health
Card with picture identification. This code and picture will prevent any other
person from accessing the member's medical records unless the member is present
using the Health Card.
6. LOSS OF HEALTH CARD. The centralized archives of the CTI System will
retain medical records of each member. If a Health Card is lost, no other
person may use the card. The Health Card can be replaced and restored. TriSun
has the exclusive right to provide replacement cards and will charge a minimal
fee for replacing the card and coding the laser chip with the medical records
stored on the CTI System.
7. DEVELOPMENT OF HEALTH CARD SYSTEM. Due to the start up time
requirements of installing the CTI System, TSM will elicit the hospitals and
clinics to immediately order a Reader/Writer from TriSun which can be used
before the CTI System is installed, and to submit an order for a CTI System,
which will be systematically supplied to all hospitals over the next 6 years.
The cost of the Reader/Writer at this time is $5,000 (U.S.), but prices will be
subject to adjustment as technology develops. The ordering hospital may pay
currently or add the cost to the letter of credit to purchase the CTI System.
8. PARTICIPATION BENEFIT TO HOSPITALS AND CLINICS. The hospitals will
benefit by extensive use of Health Cards by patients and by promoting the use of
the technology through the CTI System. Over time, use of the Health Cards will
substantially reduce the hospital space required for storage of physical paper
medical
2
records. In addition, TriSun will pay each participating hospital and clinic
a fee to participate in the program. The fee structure will be as follows:
(a) PARTICIPATION FEE. The participation fee is equal to 10% of the
membership fees collected from applications through the
respective hospital or clinic. Therefore, each membership
application must identify the hospital or clinic. The
participation fee will be paid to the hospital each six months
after calculating the number of membership applications collected
from that hospital or clinic.
(b) PROMOTIONAL FEE. During a promotional period beginning June 1,
1995 through June 30, 1996, each participating hospital and
clinic will be entitled to a promotional fee, instead of the 10%
fee, in the following amounts:
(1) If the hospital collects over 10,000 membership application
fees, TriSun will pay a total participation fee of 20%.
(2) If the hospital collects over 100,000 membership application
fees, TriSun will pay a participation fee equal to 30%.
(c) SCANNING CHARGE. Each hospital may charge a service fee for
scanning existing medical records for coding the Health Card if
requested by a Health Card member.
(d) REDUCED STORAGE SPACE. Scanning existing files will enable the
hospital to discard those medical files and reduce hospital
storage space.
(e) ATTRACTS HEALTH CARD USERS. Health Card users will visit only
participating hospitals and clinics.
(f) HOSPITAL CHARGES FOR USER OF CTI SYSTEM. The CTI System will be
owned by the hospital which may charge for customary technology
examination services, subject only to a $5.00 (U.S.) license fee
must be paid to TriSun for each thermal imaging print made.
The Promotional Fee alone could allow a hospital or clinic to earn all or
substantially all of the cost of the CTI System installation. For instance,
collection of 100,000 membership fees would earn approximately $450,000 (U.S.)
for the participating hospital.
9. REQUIREMENTS OF PARTICIPATING HOSPITALS AND CLINICS. To become a
participating hospital or clinic, the medical facility must agree to the
following terms:
(a) Provide all of the benefits listed in paragraph G of the Business
Plan, including separate admission and discharge lines and
discounts for Health Card users.
(b) Agree with TSM to purchase a CTI System (or a CTI Remote System
for hospitals under 250 beds or clinics), and agree to a delivery
date.
(c) At the time specified by TSM, cause a bank acceptable to TriSun
to issue a letter of credit in favor of TriSun for the total
purchase price. The letter of credit amount for a CTI System is
$500,000 (U.S.) and the letter of credit amount for each CTI
Remote System is $80,000 (U.S.) unless additional technology is
ordered. The letter of credit will provide for payments to
TriSun of 30% of the purchase price upon delivery, 20% in 2
months after delivery, and the remaining 50% to be paid 6 months
after delivery. TSM will arrange for installation 5 months from
the date when the letter of credit is issued.
3
(d) Purchase from TriSun a Reader/Writer compatible with the CTI
System for interfacing with the Health Cards. TriSun will also
deliver with each Reader/Writer a scanner which may be used by
the hospitals to scan existing medical records and patient images
for coding on Health Cards to enable the hospitals to discard
existing files. Large hospitals may wish to purchase an
additional Reader/Writer to handle patients.
(e) For installation of the CTI System, prepare a room which is at
least 16 feet by 20 feet in dimensions installed with water and
electricity and with access to outside air. The space must be
available on the date of delivery.
(f) For installation of the CTI Remote System in smaller hospitals
and clinics, prepare a work room for the CTI computer work
station, installed where physicians and technicians may readily
access the system.
(g) Train clerks to use the Reader/Writer
(h) Designate two technicians and doctors to be trained by TriSun
upon installation of the CTI System.
10. ARBITRATION. Any dispute between the parties or any hospital or the
Bank pertaining to Card Contract shall be resolved by binding arbitration in
accordance with the UNCITRAL Arbitration Rules administered by the International
Centers for Arbitration ("ICA"). ICA shall be the appointing and administrative
authority. The supplemental procedural rules of the ICA and the laws of Cyprus
shall apply. In the event of a dispute, any party may notify ICA, and each
party shall select an arbitrator to resolve the dispute. ICA shall appoint an
independent third arbitrator who shall be familiar with customs in China and who
shall be acceptable to both arbitrators.
11. MUTUAL COOPERATION. The purpose of this Card Contract is to
facilitate the delivery of health care to the citizens of China and to cause a
substantial reduction in the health care costs in China. TSM shall coordinate
among hospitals to modify hospital procedures and offer incentives, including
discounts, for citizens to use Health Cards to reduce the cost of providing
health care. TriSun will regularly improve its database and offer benefits to
members to improve delivery of health care services. TriSun shall cooperate
with TSM to respond to recommended changes and procedures as the Golden Health
Plan progresses. It is understood that the purpose of this Health Card Contract
is to facilitate the Golden Health Plan for the Ministry of Public Health.
Signed this 24th day of April, 1995.
-------
TRISUN MEDICAL CORPORATION--CHINA
By: /s/ Pei DongHong
-------------------------------------
Dr. Pei Donghong, President
Legal Representative
TRISUN/CTI ASIA, LTD.
By: /s/ Xxx Xxxx
-------------------------------------
Dr. Xxx Xxxx (Xxx Xxxx), Chairman
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx, President
4
EXHIBIT A
TRISUN CTI/ASIA, LTD.
BUSINESS PLAN
The National Institute of Hospital Administration ("NIHA") has conceived
the enormous task of implementing the Golden Health Plan. The goal of the
Golden Health Plan is to enable all citizens needing medical care in any
hospital, out-patient clinic, village clinic, or other medical facility to
receive efficient delivery of health care with the benefits of advanced medical
technology. The Golden Health Plan calls for those medical facilities to
install computer systems capable of utilizing telemedicine benefits.
Telemedicine offers access to other medical experts and medical research for
diagnosis and treatment. The goals of the Golden Health Plan will be achieved
through the work of TriSun Medical Corporation ("TSM") in cooperation with the
hospitals and clinics supervised by the NIHA. The first stage for achieving the
goals of the Golden Health Plan is the broad distribution and use throughout
China of the Health Card. The Health Card is the key to interconnecting all of
the health care delivery services to be offered through computerized systems.
Without the Health Cards, the existing method of recording medical records on
paper prevents full utilization of the computer system.
TriSun/CTI Asia, Ltd. ("TriSun") will initiate in June 1995 a National
Health Card service to facilitate the delivery of health care to citizens of the
Peoples Republic of China. TriSun is acting in full cooperation with TriSun
Medical Corporation and the hospitals, clinics, and other medical facilities
supervised by the NIHA. Persons who join to become members and use the TriSun
Health Card will receive substantial benefits. Use of the Health Cards will
reduce costs of receiving medical treatment and will access the benefits of
advanced technology in medical care through telemedicine. Each member will be
delivered a Health Card coded with the member's individual medical records on
laser chips which can contain up to 2,000 pages of medical records and medical
images. Health Cards assure members that vital information concerning
medication and allergic reactions is available for instant access by an
attending doctor in any participating hospital or clinic throughout China.
A. CTI SYSTEM NETWORK. The Health Cards will provide direct access to the
TriSun database. The TriSun computer database will be linked to each
participating hospital and clinic through computer systems ("CTI System")
developed by TriSun and installed in each participating medical facility. Each
CTI system delivers telemedicine capability to the hospital and will be linked
to a thermal imaging unit. With the cooperation of the hospital and clinic
administrators, TSM will systematically arrange for TriSun to install the CTI
System in each of China's 6,000 hospitals and to install the CTI Remote System
in 200,000 clinics over the next 6 years.
B. EDUCATIONAL MATERIALS TO HOSPITALS AND CLINICS. TriSun will provide an
information and education brochure on the CTI System. TSM will distribute CTI
System brochures among hospital administrators June through September 1995.
C. TELEMEDICINE BENEFIT. Each CTI System provides the participating
hospital with telemedicine capability. The attending physician can provide
better medical treatment through improved diagnosis capability. The
telemedicine system allows the doctor to seek immediate assistance from
experts at other medical facilities. The CTI System also offers a
continually updated diagnostic capability for thermal imaging to allow the
computer to compare the results of a thermal image to thousands of other
images to offer diagnostic possibilities. This is a diagnostic tool not used
in any country in the world. Furthermore, the CTI system can link to other
modes of imaging, such as medical resonance imaging or x-ray, to cross
examine and compare images to improve the diagnosis of difficult problems.
D. CTI SYSTEM ORDERS. Each hospital and clinic may elect to
participate with TriSun by ordering a CTI System (required for hospitals with
over 250 beds) or a CTI Remote System. The CTI Remote System includes
computer telemedicine capability without a thermal imaging unit. The "Order
Form for CTI Systems," attached as Exhibit B, should be delivered to TSM or
TriSun. Hospitals and clinics will be placed on a priority for installation
determined by TSM (1) in the order in which the hospital or clinic
1
advises TSM that it accepts installation of the CTI System and (2) dependent
upon access to telecommunications connections. Hospitals with
telecommunications access compatible for transmission of digitized computer
information will be given priority. As part of the Golden Health Plan, TSM
and TriSun also are developing plans to network every medical facility on a
telecommunications superhighway. The CTI System offers thermal imaging and
computer assisted diagnosis assistance even before telecommunications
connections.
E. USE OF HEALTH CARD. The Health Card offers direct access for the
member into the CTI System and will offer the attending doctor direct access
to the member's private medical records. The Health Card enables a doctor at
any participating hospital in China to have immediate knowledge of his
medical history as if the doctor were the member's own private physician.
This information makes available instantly records of vital information, such
as allergic reactions and effects of medications. The Health Card will
contain the individual's vital medical records even in the event of emergency
medical treatment in a participating village clinic or hospital which may not
have immediate access to the central database.
F. HOSPITAL KEY. Each participating hospital and clinic will have a
TriSun Reader/Writer to read a member's Health Card and record current
medical information. The Health Card is the member's key to the computer
system. The Reader/Writer enables the participating hospital to admit
patients through the Health Card, access prior medical records, update
medical records of the patient, and discharge patients with no paper work
file requirements. Hospitals, outpatient clinics, small hospitals, and
village clinics throughout China may order Reader/Writer equipment at any
time by completing the Order. The Reader/Writer is capable of downloading and
recording patient medical information for retention in central computer
health records if the location is not yet networked by telecommunications.
Current medical treatments will be read and recorded to the TriSun database
in batches until the CTI System is installed at the participating hospital to
enable on-line access to the database.
G. HOSPITAL CONCESSIONS TO HEALTH CARD USERS. Health Cards will improve
the delivery of health care to patients through (a) access to latest medical
technology and expertise at any participating hospital location and (b) the
reduction of time consuming paper processing during admission, treatment, and
discharge from hospitals and medical facilities. Use of the Health Cards will
enable the hospitals to reduce the costs of storing medical records. Therefore,
hospitals and clinics supervised by the NIHA that choose to participate in the
TriSun Health Card system will offer incentives to Health Card users, including
but not limited to the following:
(1) Uniform discounts on charges for medical services, coordinated with
TSM.
(2) Special discounts for use of computerized thermal imaging treatment.
(3) Easier and quicker admission to medical facilities by using separate
admission lines for Health Card users. Separate admission treatment
is justified, because the Health Cards eliminate the need to complete
and maintain paper records.
(4) Easier and quicker discharge from hospitals and clinics by
establishing separate discharge lines for Health Card users. Paper
records of insurance and payment should be eliminated by using Health
Cards.
(5) Participating hospitals will offer free medical check ups after the
patient has been to the participating hospital or clinic for a minimum
number of visits.
(6) Future medical treatments will be recorded currently on the Health
Card upon each visit. Existing records and images may be scanned and
recorded on the Health Card and in the CTI System when it is installed
in the hospital if a member believes existing records contain
important information for knowledge of any attending physician.
2
(7) Only a Health Card user has access to his private medical records for
use by the member and his attending physician. No medical records can
be erased or lost.
H. THERMAL IMAGING TECHNOLOGY IN THE CTI SYSTEM. Thermal imaging offers a
completely safe imaging examination, without risk from repeated procedures. The
thermal imaging unit developed by Computerized Thermal Imaging, Inc. offers
examination of soft tissue disorders that might not be detected by other imaging
systems or physical examinations. Computerized thermal imaging digitizes each
examination for computer analysis to continually build and improve diagnostic
capability. The telemedicine system enables participating hospitals and clinics
to access other medical experts at other hospital locations throughout China who
can examine the computerized thermal images and assist the local physician with
diagnosis and treating the ailment.
Business Plan approved jointly by
TriSun Medical Corporation and
TriSun CTI/Asia, Ltd.
3
EXHIBIT B
TO
GOLDEN HEALTH CARD CONTRACT
ORDER FORM FOR CTI SYSTEM
NAME OF HOSPITAL OR CLINIC: ("Hospital")
-----------------------
ADDRESS:
-----------------------
-----------------------
The Hospital hereby notifies TriSun/CTI Asia, Ltd., TriSun Medical
Corporation, and the Bank that the Hospital orders, for delivery in five months,
the following:
________ CTI SYSTEM:
(Includes Thermal Imaging equipment, capacity for serving
other imaging procedures, programming for telemedicine
capabilities, networking software, and one work station)
_________ CTI REMOTE SYSTEM:
(Includes one work station)
_________ HEALTH CARD READER/WRITER:
ADDITIONAL ACCESSORIES AND CONNECTED SOFTWARE REQUESTED:
_________ Number of additional work stations.
_________ Scanner for Reading Medical Records on Health Cards
_________ X-Ray and Programming for Telemedicine Imaging
_________ CAT Scan and Programming for Telemedicine Connection
_________ Added Software Capability
Describe Desired Software: _____________________________
_________ Other Technology Describe: _____________________________
The undersigned Administrator of Hospital, or the representative of
TriSun Medical Corporation, hereby confirms that the Hospital guarantees
payment to the Bank. Payment shall be made 30% due 5 days after delivery to
port in China, 20% 60 days after Delivery, and the remaining 50% within 6
months after xxxx of lading date. Total payment shall be made in the full
amount, as set forth below, of the letter of credit issued for the benefit of
Hospital in favor of TriSun/CTI Asia, Ltd., for the purchase of the items in
this order. Payment by the Hospital to the Bank shall be in the manner
required by the Bank in the amount in U.S. Dollar currency specified in the
letter of credit. The letter of credit shall be paid to TriSun by the Bank
in U.S. Dollars.
HOSPITAL:
By:
---------------------------------
Name:
-------------------------------
Title: Dated:
------------------------------- ---------------------------
(This part to be completed by TriSun and copy sent to TSM:)
TOTAL PURCHASE UNDER THIS ORDER FORM: $
----------------
Send this Order Form by telefax to TriSun at 357/462-8668 in Cyprus with copy
to U.S. at 503/650-8551
