EXHIBIT 10(p)
GOLDEN HEALTH PLAN
HOSPITAL SYSTEMS INTEGRATION CONTRACT
This agreement ("HSI Contract") is entered between TriSun Medical
Corporation--China, a corporation formed ("TSM") by the China National
Institute of Hospital Administration for the purpose of obtaining advanced
technology in health care for the citizens of China, and TriSun/CTI Asia,
Ltd, a Cyprus corporation ("TriSun") formed as a strategic alliance partner
for initiating telemedicine capabilities in the PRC.
WHEREAS, the shareholders of TriSun accepted on October 6, 1994, the
joint responsibility for implementing the Golden Health 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
network and to intergrade and standardize the hospital computer systems for
all hospitals to enhance the delivery of advanced health care in China;
WHEREAS, the Ministry of Public Health through 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 HSI Contract will achieve the directive for TriSun to
upgrade China's medical services information system as the exclusive company
authorized by the NIHA to assimilate the proper technologies into China to
develop standard management information systems among the hospitals.
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. To achieve the goal of standardizing hospital computer
systems and redesigning the administration of hospital information systems,
TSM engages TriSun as its contractor for designing and computerizing hospital
information systems in China. For the benefit and at the direction of the
NIHA, TriSun will conduct examination of all hospital management functions.
TriSun will design and apply substitute computerized systems for managing
each hospital. Although some aspects of each hospital's operation may need
peculiar applications, TriSun will draw from various international
applications of software and hospital management practices to structure a
standardized approach for managing all hospitals.
2. MANAGEMENT FUNCTIONS. Specifically, TriSun will locate available
software information systems, or construct advanced applications, to
computerize each hospital's financial accounting, personnel records,
inventories, prescription inventories, billing systems, cost accounting,
patient treatment records, drug treatment safeguard procedures, and medical
treatment evaluation systems. TriSun will design and install hospital
management computers and software information systems on a
hospital-by-hospital basis.
3. DELIVERY SCHEDULE. TSM will coordinate with NIHA to determine the
order for application of new information systems. TSM authorizes each
hospital, among the 6,000 primary hospitals in PRC, and any clinic to engage
TriSun to design and install a new information system for the particular
hospital.
4. DEVELOPMENTAL STAGE. TSM understands that a conversion of the initial
hospital projects will require devotion of substantial time and effort by
TriSun. The goal for devising the new information system is not only to
computerize and convert the managerial system for the first hospitals. The goal
is to establish a managerial standard and system for all hospitals. It is
anticipated that the telecommunications superhighway will be completed over time
for the benefit of all hospitals. Then managerial review information may be
shared among the hospitals for comparison of cost information and analysis of
deviations to continually improve the delivery of health care by hospital
administrations. Therefore, the cost for the initial systems will be
substantially greater than the cost for converting hospital information systems
in subsequent hospitals. The interest of TriSun is to serve hospitals under the
NIHA to
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effectively accomplish the goal of the Golden Health Plan to deliver advanced
health care with the finest information systems with improved efficiency.
5. CONTRACTOR COMPENSATION. TriSun will engage the professionals,
purchase the rights to or design the applicable software, and acquire the
necessary computer hardware and systems necessary to intergrade the hospital
management computer systems efficiently. TriSun will cooperate with the
hospitals and TSM for assembly and installation of new information systems
utilizing cost savings measures. TriSun will be paid for each hospital
project a sum of TriSun's cost plus 25% for each of the first 10 hospitals
designated by TSM, or ordered by the hospitals, for review and application of
a new hospital management system. After new hospital information systems
have been installed in 10 hospitals, TriSun will be compensated cost plus 35%
for all subsequent hospital projects.
6. TRISUN'S COSTS. "Cost" for which TriSun will be compensated for
each project shall be all direct expenses incurred by TriSun for review,
analysis, professional services, wages of employees and contractors,
software, hardware, travel costs for professionals and TriSun employees to
and within China to perform this HSI Contract, and a reasonable allocation of
general and administrative costs for performing this HSI Contract. A cost
to TriSun which shall be an appropriate cost under this HSI Contract would be
any and all taxes, fees, or other governmental assessments which might be
imposed, except any income taxes imposed against TriSun, for performing this
HSI Contract. Cost for TriSun shall include any financing cost or standby
letter of credit fee borne by TriSun, including TriSun's interest cost
incurred to pay "Costs" of each project until TriSun receives its payment.
TriSun will maintain a cost accounting system on a hospital-by-hospital
project basis.
7. METHOD OF PAYMENT. Unless a separate agreement is reached between
TSM and the hospitals, the respective hospitals will be liable for payment
for each project. TriSun shall be paid its "cost plus percentage" fee in the
currency of the expense incurred. Much of the expenses will be incurred in
Yuan, and TriSun will be compensated in that currency for those expenses.
TriSun will be compensated its "cost plus percentage" for other expenses, in
U.S. Dollars, including advanced software or hardware systems, general and
administrative costs, and any other expenses paid by TriSun in a currency
other than Yuan. Each hospital may elect whether to pay TriSun through
monthly advances on a current basis or to otherwise finance payment for the
hospital information system.
8. LETTER OF CREDIT FINANCING. Unless the hospital contracts to pay
fixed monthly amounts to be agreed currently, some form of financing shall be
identified for payment of TriSun. TriSun will accept from the respective
hospital a Bank of Construction, Bank of Communications; or Bank of China
(acceptable "Bank") standby letter of credit on its behalf to finance payment
over one year. TSM authorizes Bank to rely upon the liability of each
respective hospital and to issue a standby letter of credit at the
commencement of each project in favor of TriSun. The standby letter of
credit will be issued in an agreed estimated project compensation amount.
The standby letter of credit would provide for payment to TriSun as follows:
(1) an amount of twenty-five percent (25%) of the total estimated
compensation to TriSun is due and payable on the first day of the first month
after the month of commencement of the project; (2) 50% of the unpaid balance
of the fee to TriSun would be due and payable on the first day of the first
month after TriSun submits to the Bank an affidavit verifying that the
project for that hospital is completed; and (3) the balance of the total fee
would be due and payable to TriSun one year from the date of the last
payment. The standby letter of credit fee would be a cost of the project for
purposes of this HSI Contract paid proportionately as each payment is drawn
under the standby letter of credit. Under the standby letter of credit, all
U.S. Dollar payments would be made to TriSun's Cyprus bank account, and all
Yuan payments would be made to TriSun's bank account at the Bank. Final
payment will be based upon proper expense vouchers submitted by TriSun. If
payments are due before the project is completed, subsequent payments will be
adjusted.
9. ARBITRATION. Any dispute between the parties or any hospital or the
Bank pertaining to this HSI 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,
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any party may notify ICA to initiate arbitration in either Cyprus or China,
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.
Signed effective this 24th day of April, 1995.
TRISUN MEDICAL CORPORATION--CHINA
By: /s/ Pei DongHong
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Dr. Pei Donghong, President
Legal Representative
TRISUN/CTI ASIA, LTD.
By: /s/ Xxx Xxxx
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Dr. Xxx Xxxx (Xxx Xxxx), Chairman
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
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