EXHIBIT 10.36
AdMIT, Inc.
(Advanced Medical Information Technologies, Inc.)
0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
(000) 000-0000, Fax (000) 000-0000
000-000-0000
MEMORANDUM
Feb 19, 1999
Agreed /s/ X. Xxxxxxxxx
TO: Xxxx Xxxxxxxxx, Careside
FROM: Xxxxxx Xxxxxx, AdMIT
DATE: 2/19/99
RE: Revised Tasks for Consulting Agreement
The tasks currently scheduled to be completed for our Consulting Agreement is as
follows:
1. OEM Marketing Agreement.
2. Review and evaluation of the Careside information systems hardware and
software products and components.
3. Review and recommend the best way for efficient interfacing the Careside
system with clinical and billing systems.
4. Re-engineer the AdMIT system to provide Careside with a "Black Box"
Interface Hub at *% or less cost then the current system. That includes
contract, pricing and technical modifications to the hardware and software
products that make up the AdMIT Sentinel system.
5. Co-design and manage the * development work required to modify the Careside
system to provide a common two way communications, storage, printing and
control capability for interfacing to external devices.
6. Design and build the required interface between the Careside Analyzer and
the Black Box for two way communication and control.
7. Design and build the required interfaces between the Black Box and the *
Hematology devices for two-way communication and control.
8. Provide the necessary AdMIT hardware and software to accomplish the above
tasks as outlined in the Tasks memo of 1/25/99.
These tasks are also subject to change as we move forward.
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* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
AdMIT, Inc.
(Advanced Medical Information Technologies, Inc.)
0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
(000) 000-0000, Fax (000) 000-0000
FAX MEMORANDUM
RECEIVING FAX# (000) 000-0000 SENDING FAX# (000)000-0000
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TO: Xxxx Xxxxxxxxx FROM: Xxxxxx Xxxxxx
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CARESIDE AdMIT
DATE: 01/25/99 TOTAL # OF PAGES 2
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RE: Tasks and costs for information systems services and
products
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Dear Xxxx:
I have attempted to provide an estimate of the cost for the information systems
products and services that will be required to meet your needs as outlined in
your last letter, dated Jan. 11, 1999 (modified Jan. 18, 1999) to AdMIT.
Although I am just starting to gain an understanding of the details of the
system and technical requirements, along with the problems and issues that need
to be resolved, the costs outlined below (approximately *) should provide
Careside with a basic solution to those needs, and adequately support a *
consulting contract between Careside and AdMIT.
Tasks:
-----
1. OEM Marketing Agreement. AdMIT to provide basic product training to
Careside personnel, and marketing support for key account sales at Careside's LA
location. Careside would handle all sales and marketing tasks and receive *% of
the AdMIT product gross sales it generates. Cost Allocation: *
2. Review and evaluation of the information systems hardware components and
subassemblies, and software operating systems and applications in the Careside
Analyzer. Recommendations about enhancements and/or changes that could increase
performance or functionality, while lowering costs. Cost Allocation: *
3. Design and build an interface between the Careside Analyzer and the *
Hematology system, within the functional limits of both devices. This interface
depends upon the completion of: a.) a standard data interface between the * and
the AdMIT universal data acquisition system; b.) a standard data interface
between the Careside
--------------------------
* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
Analyzer and the AdMIT system (see #5), and c.) the addition of a control
interface that allows the Careside device to control the Becton Xxxxxxxx device
through the AdMIT system. The objective will be to design the interface so that
it could be extended to allow the Careside Analyzer to interface to a second
Hematology device from a different manufacturer. Cost Allocation: *
4. Review and recommend the best way to position the Careside System for
efficient interfacing with customer clinical and billing systems. Cost
Allocation: *
5. Design and build an interface between the Careside analyzer and AdMit's
universal data acquisition system. The project includes the development of a
standard device interface, with the ability for the AdMIT system to accept and
issue commands to control and acquire data back from the Hematology device that
may also be corrected to AdMIT's system. The interface will be developed in a
generic way to allow extensions into other devices that may also be connected to
the AdMIT system. Cost Allocation: *
6. Develop a PC-based user interface for printing barcode labels from the
Zebra printer. The assumption is that the application will be running under
Windows on AdMIT's system or another standard PC system. Cost Allocation: *
7. Provide the necessary AdMIT hardware and software to accomplish the above
tasks and provide Careside with three (3) Universal Data Acquisitions Systems
for system support, testing and demonstrations. The product costs are as
follows:
(a) Three (3) Universal Data Acquisition Computers (UDAC), with 8 isolated
communications ports on each system, a Pentium 166 MHz CPU (or better), 64 MB
RAM, 3 GB (minimum) HD, Internal Floppy Drive, and external CD ROM drive with
power supply and cable interface. Cost Allocation: * each, Total = *
(b) Windows NT workstation software installed on each system. Cost
Allocation: * each, Total *
(c) Nine (9) of AdMIT's Intelligent Device Connectors (1 configured for
each device connected). These are needed to implement the "plug & play"
connections from the medical devices to the UDAC, including the required custom
cables. Cost Allocation: * each, Total = *
(d) License fee for the Data Acquisition Run-Time Monitor software, which
can be used on each system within Careside or for "loaner" evaluation systems
that are to be returned to Careside. Cost Allocation: *
--------------------------
* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
(e) License fee for each device driver to be used with the software in #d
above, with a total of 3 device drivers scheduled for development. Cost
Allocation: * each, Total = *
(f) License fee for each Relation Data Base Management System (server and
client access) for each system. This RDBMS is an outside purchased system to
provide a complete set of generic data base capabilities. Cost Allocation: *
each, Total = *
(g) One (1) year warranty on hardware, shipped to AdMIT for 5-day
turnaround. Estimated Cost: Included
(h) One (1) year OEM service contract for software, including telephone/e-
mail support, bug fixes, enhancements and upgrades. Estimated Cost: 15% of
software cost (* + *), Total = *
The total of the above is * with the exception of travel costs outside the Los
Angeles area. Additional payments on the consulting engagement of * will be due
February 15, 1999 and * on March 15, 1999. The estimated time to complete the
primary tasks, without extensive modifications or additions by Careside, is four
(4) months, starting Jan. 4, 1999. Status reports and recommendations will be
delivered on an on-going basis. Version 1 of the software outlined above is
scheduled to be delivered by May 1, 1999.
If you have any questions, please call me.
Sincerely,
Xxxxxx Xxxxxx
President
Advanced Medical Information Technologies, Inc.
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* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
CARESIDE
X. Xxxxxxx Stoughton
Chairman and CEO
Jan 11, 1999
Xxxxxx Xxxxxx
ADMIT
Dear Xxxxxx:
After due consideration over the last few days Careside has decided
that * .
However, there are a number of areas where we believe mutual
collaboration would be helpful and toward this end we are willing to pay up to *
for the following agreement and assistance:
1. An agreement that provides Careside an exclusive relationship
with ADMIT as an OEM partner in the clinical trial/contract research
organization (CRO)/ Pharmaceutical company market for the purpose of diagnostic
testing and data management for clinical trial work. Careside would handle all
sales and marketing and present ADMIT hardware and software as part of a
comprehensive opportunity, along with its own products, to reduce clinical trial
costs and potentially decrease the time it takes to conduct a clinical trial.
In addition to exclusivity Careside would receive *% of gross sales of ADMIT
products.
2. Careside would receive a report critiquing the hardware and
software in the Careside Analyzer and making recommendations about enhancements
and/or changes that might lower cost or improve the design.
3. An interface would be completed between the Careside Analyzer and
the * Hematology system based on Careside specifications.
4. Design a generic interface for the most effective and efficient
connection between the Careside Analyzer and user clinical and billing
information systems.
5. Design an interface between the Careside analyzer and ADMIT
products as part of the clinical trial package opportunity.
0000 Xxxxxxx Xxxxxxx . Xxxxxx Xxxx, XX 00000
Telephone (000) 000-0000 Fax (000) 000-0000
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* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
6. Develop a PC-based user interface for printing barcode labels
from the Zebra printer.
Careside would expect that the * would cover software development
costs as well as all other costs other than travel expenses to locations outside
the immediate area.
You would be invited to all Careside management meetings and become a
key member of the executive group during the period that you are working with
us.
Please confirm that you are in agreement with the terms of this
letter. I have enclosed a schedule of staff meetings that are subject to
change.
Sincerely,
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
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* [Omitted pursuant to a request for confidential treatment. The material has
been filed separately with the Securities and Exchange Commission.]
