EXHIBIT 10.25
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, A DELAWARE CORPORATION, LOCATED AT 00
XXXXXXX XXXXXX, XXXXXXXXX, XXX XXXX, XXX. HEREBY REFERRED TO AS THE SELLER.
2. PURCHASOR
TECHNI-LUBE SINGAPORE PTE LTD. TERRACE WAREHOUSE TW-6, JURONG MARINE BASE,
00 XXXXXXXX XXXX, XXXXXXXXX 000000 WILL HEREBY BE REFERRED TO AS THE
PURCHASOR THAT THE PURCHASOR WILL BE THE JOINT OPERATOR OR THE HOSPITAL(S).
THE PURCHASOR IS ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT
AND LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS OF
INDONESIA.
2.1 NUMBER OF HOSPITAL UNITS
THERE ARE SIX (6) HOSPITALS IN THIS CONTRACT.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER
IN THE TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES INC. TURNKEY HOSPITALS"
SIZE: HOSPITAL 14,000 SQ. FT. SET UP WITH STATED OCCUPANCY OF 50 BEDS. THE
NUMBER OF BEDS WILL VARY IN ACCORDANCE WITH LOCAL AREA REQUIREMENTS
FOR OUTPATIENT SERVICES.
HOSPITALS SHALL CONSIST OF:
PREFABRICATED STEEL BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT
(STATED IN PUBLICATION AND SUPPLEMENTAL LIST)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD: USA
HEALTH PRACTICE CODE: USA
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES:
STAFF TRAINING IN USA
FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES: MAINTENANCE SUPERVISOR
HOUSEKEEPING SUPERVISORS
DIETARY SUPERVISORS
6. WAIVER OF DEPOSIT IN LIEU OF PAYMENT OBLIGATIONS
THE USUAL REQUIREMENT OF DEPOSIT IS HEREBY WAVED IN ACCORDANCE WITH THE
PURCHASOR PROVIDING PAYMENT GUARANTEES FROM AN INTERNATIONALLY RECOGNIZED
BANKING INSTITUTION.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH DEVELOPMENT CORPORATION" CANNOT BE USED IN THE OPERATING
NAME OF THE HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF THE PAYMENT ORDERS, A GLOBAL
HEALTH TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY,
OPERATING STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS
FOR EACH HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH
ETC.
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND
SELECTION OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND
PHYSICAL MODEL FOR FINAL APPROVAL.
10. PAYMENT
UPON PURCHASEORS ACCEPTANCE OF FINAL REPORT AND MODEL, ANY CAPITAL
DEFICIENCIES WILL BE ADDED TO THE LAST PAYMENT.
PAYMENT TERMS BY PURCHASOR ARE AS FOLLOWS:
TOTAL: $54,000,000USD
PHASE I: 3 HOSPITALS BANDUNG
(3) HOSPITALS FOR BANDUNG, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $27,000,000USD
PHASE II: 1 HOSPITALS BANDUNG
(1) HOSPITALS FOR BANDUNG, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $9,000,000USD
PHASE III: 2 HOSPITALS JAKARTA
(2) HOSPITALS FOR JAKARTA, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $18,000,000USD
TOTAL "TURNKEY REGIONAL HOSPITAL": $54,000,000USD
11. DELIVERY TIME
THERE ARE SIX (6) HOSPITALS IN THIS CONTRACT. THREE (3) HOSPITALS WILL BE
DELIVERED AND OPENED IN 9 MONTHS FROM THE COMMENCEMENT DATE, ADDITIONAL
HOSPITALS WILL BE DELIVERED WITHIN 12 MONTHS OF THE COMMENCEMENT DATE.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING
PROCESS.
AIR TRANSPORTATION, ROOM AND BOARD, AND UNIFORMS ARE THE RESPONSIBILITY OF
THE SELLER.
PERSONNEL EXPENSES AND SALARIES ARE THE EXPENSE OF THE PURCHASOR.
TRAINING SHALL TAKE PLACE AT DESIGNATED LICENSED HOSPITAL FACILITIES. THE
AGGREGATE TRAINING TIME IS 5 MONTHS PER CLASS.
THERE WILL BE THREE CLASSES, EACH TIMED FOR THE DELIVERY OF THE HOSPITAL(S)
FOR THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST SIX (6) MONTHS OF
OPERATION AT THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS THE RESPONSIBILITY OF THE PURCHASOR.
15. PURCHASOR PROVIDES
LAND
ROAD
FRESH WATER
ELECTRICITY
SEWAGE
CONTRACT 1: PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE)
16. PRICING
EACH HOSPITAL IS PRICED AT $9,000,000USD INCLUSIVE OF DELIVERY AND
INSTALLATION.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND
RECOMMENDATIONS OF TECHNICAL COMMITTEE AND/OR PURCHASOR.
17. ADVOCACY
THE WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS ADVOCATES THIS
HUMANITARIAN PROJECT, AND FULLY SUPPORTS ITS IMPLEMENTATION.
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF INDONESIA.
AGREED THIS: MARCH 2, 1999
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DATE
SELLER: /S/ XXXXXXXX X. XXXX
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NEUROTECH DEVELOPMENT CORPORATION
XXXXXXXX X. XXXX, VICE-PRESIDENT
PURCHASOR: /S/ XXXXXX X. XXXX
--------------------------------- (SEAL)
TECHNI-LUBE SINGAPORE PTE LTD
XXXXXX X. XXXX, MANAGING DIRECTOR
DATE: MARCH 2, 1999
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