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EXHIBIT 10.04
PURCHASE AGREEMENT
This agreement made between Wu Xxxx Xxxx Hepatobiliary Surgery Fund, 000
Xxxxxxxx Xx, Xxxxxxxx hereinafter referred to as the (Purchasor) and Neurotech
Development Corporation, 00 Xxxxx Xxxxx Xx., Xxxx Xxxx, Xxx Xxxx, hereinafter
referred to as the (Seller) on this day the 30th of April, 2001 for the purchase
of a "seagoing" hospital vessel.
Operations:
It is agreed that the Purchasor intends to register and operate this vessel, for
scheduled use in China, its ports and territories. The Seller in accordance with
these requirements will provide supplies and pharmaceuticals consistent with
Chinese availability and Chinese Pharmaceutical Law. The seller will provide
upon request management services as required on a fee basis.
Quality Standards:
The vessel shall be built in accordance with all applicable international marine
codes, and its medical operations shall be in accordance with the provisions of
the Neurotech Healthcare System, as provided for in the training and operations
manuals. That this standard is above the level of the generally accepted
international medical practice standards.
Machinery & Equipment:
It is agreed that the machinery and equipment used for medical diagnosis and
treatment will be such as described by the operations for the Neurotech
Healthcare System (trademarked), and is digital and interconnected to the
information and administrative systems, which are the basis of the Neurotech
Healthcare System.
The equipment shall appear on separate schedule B, of this agreement. All
equipment shall be new, and guaranteed in accordance with the manufacturers
guarantee, and shall be viable in these operations and applications.
Equipment shall include all medical, diagnostic, therapeutic, environmental,
medical waste disposal, water treatment (vacuum distillation for drinking water,
chlorination for waste water) dental, full laboratory, satellite communications,
computerized medical records, accounting, inventory software, computers, and
related equipment.
Supplies:
The seller shall provide an estimated 30-day supply of medical disposables, and
general supplies, inclusive of sheets, towels, blankets, pillows, bandages,
rubber gloves, tongue depressors, syringes, operating room caps and gowns,
thermometer covers, astringents, anesthetics, and other related items. The
formulae used to calculate these amounts of product are based upon 70%
utilization and practice of normal patient flow. Actual usage days may vary. The
supply list will be reviewed in the final 6 months of assembly, when the first
destination port has been chosen.
Ships Laundry
The ships laundry shall deploy an ozone based soapless system, which utilizes
ozone instead of chemicals and soaps for cleaning. Ozone is a powerful oxidizing
agent, and antibacterial with numerous environmental benefits.
Selection of Personnel (Doctors, Nurses, Administrators, Technicians)
The Purchasor selects all candidates for all positions. The seller shall provide
a medical and technical team to interview and select from the candidates, the
best qualified individuals. These individuals would then be sent for training.
Any personnel not found in China will be submitted by the seller to the
purchasor for approval. The purchasor may also elect to have the seller
administrate the ship in whole or in part.
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Training & Education:
It is agreed that the seller will provide a training program for the physicians,
technicians, and administrative and nursing supervisors, which are to be
shipboard, and shall be trained in accordance with the training program in the
last 6 months of assembly of the ship. This number will not exceed 140 total
people to be trained at the companies designated facilities in USA which
include, University of Texas at Houston, University of Texas at Galveston, and
various technical courses at Syracuse, New York, Rochester, New York, San
Antonio, Texas, Memphis Tennessee, and Roanoke, Virginia.
Continuing education shall be provided through the sellers subsidiary
Doctors4Doctors, which will be able to be up linked through the ships satellite
communications systems. Membership fees to Doctors4Doctors is inclusive in the
pricing for the vessel, all other services provided by Doctors4Doctors is fee
paid per service. (The company is in negotiation to form a Chinese Language
Joint Venture for Doctors4Doctors. If completed there will be no membership fee
and services will be on the same basis.)
Operations Manuals:
The seller will provide complete operations manuals for the medical systems, and
equipment, in both English and Chinese Languages. The Purchasor shall provide
manuals for vessel maintenance and operations of non-medical nature.
Deposit Requirements
Upon execution of this agreement, and in accordance with our discussions the
Purchasor shall cause a Bank Guaranty to be issued in favor of the seller equal
to 20% (net of discounts, allowances, or rates) of the total price of the vessel
in favor of the seller. It has been disclosed that this deposit and subsequent
financing are being provided by third parties. The Bank Guaranty shall be
written to be payable and confirmed at Bank of China, New York Branch.
Finance Program:
A secured third party financing program shall be used to complete the assembly
of this vessel. This program has been arranged through the World Council of
Peoples for the United Nations. The approval document issued by the World
Council is attached to this agreement. Such financing arrangements shall occur
between Neurotech, Shanghai Shipbuilding and the bank appointed by World
Council.
It is agreed and understood that while the seller is the general contractor for
the construction of this vessel, that the seller hereby subcontracts to Shanghai
Shipbuilding Corporation the construction of the vessel in accordance with the
schedule of funds provided by the third party financing.
Mutual Agreement
The companies in accordance with the results and mutual agreement through
discussion and review have created a specification for the vessel, which appears
in drawing form as Schedule A to this agreement. These drawings will be subject
to additional modification in accordance with the final recommendations of the
medical committee.
Joint Review Committee
It is agreed that this project shall have a joint committee to review all
aspects of this project, and that such a committee will consist of medical and
engineering specialists from the purchasor and seller. The committee shall have
a medical team, engineering team, and accounting team. The committee shall
furnish quarterly reports in accordance with Generally Accepted Accounting
Principles.
Term for Completion
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It is estimated that this vessel shall take approximately 2.5 years to complete.
It is agreed that the purchasor and seller have full and open knowledge of all
parts of this project, and that any variations in completion time shall be
mutually agreed.
Purchase Price
The purchase price shall be $67,200,000 USD. These monies shall be provided by
third parties as documented.
Governing Law
The law for this agreement shall be that of the Hong Kong Special Administrative
Region of the People's Republic of China.
Disputes
Any disputes arising from the performance of this agreement shall be resolved by
arbitration in Hong Kong, and subject to the International Arbitration Rules.
Agents and Compliance
It is acknowledged that a commissioned agent has been used in the completion of
this transaction. It is further acknowledged that neither the seller nor agent
has made any payments of any type nor representations nor offer of compensation
to any employee, officer or director of the Wu Men Chao Hepatobiliary Surgery
Fund in the procurement of this agreement.
Notification: Wu Xxxx Xxxx Hepatobiliary Surgery Fund
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxx 000000
Tel: 000 0000 0000
Fax: 000 0000 0000
Att: Dr, Gao Ye-tao
Neurotech Development Corporation
00 Xxxxx Xxxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Tel: (0) 000 000 0000
Fax: (0) 000 000 0000
Email: xxxxxxxxxx@xxx.xxx
Att: Xxxxxxxx Xxxx, vice president
With full authority and corporate responsibility we hereby set forth our stamps,
and signatures to this agreement.
Wu Xxxx Xxxx Hepatobiliary Surgery Fund Neurotech Development Corporation
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Wu Xxxx Xxxx Xxxxxxxx Xxxx, vice president
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witness
Agent: Grace Fame Industrial Co. Ltd.
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Xxxxxx Xxx Xxxxxxxx Xxxx
SCHEDULE A: DRAWINGS
SEE ATTACHED
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SCHEDULE B: EQUIPMENT LIST
AS PROVIDED IN ATTACHED WORKSHEETS
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SCHEDULE C: DISTRIBUTION OF FUNDS
ALL FUNDS ARE DENOMINATED IN USD:
DESCRIPTION AMOUNT PAYABLE TO
PRIMARY VESSEL COST: $ 30,000,000 Shanghai Shipbuilding
ADDITIONAL DECK 5,000,000 Shanghai Shipbuilding
EQUIPMENT 15,000,000 Neurotech
SUPPLIES & DRUGS 6,000,000 Neurotech
TRAINING 2,200,000 Neurotech & Wu Xxxx Xxxx
Foundation
RESERVES 9,000,000 Held by escrow agent
(COST DEVIATION) paid by agreement
(INFLATION)
TOTAL FUNDS $ 67,200,000
