Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 16th, 2000
Commission File Number: 0-30018
MERIDIAN HOLDINGS, INC.
(Exact name of registrants specified in its charter)
COLORADO 52-2133742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Wilshire Avenue, Suite 500
Los Angeles, California 90017
(213) 627-8878 Fax: (213) 627-9183
(Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
1
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ITEM 5. OTHER EVENTS
On June 16, 2000, pursuant to an "Irrevocable proposal for purchase of
assets of Sirius Computerized Technologies Limited ("SCTL")", an Israel Limited
liability Company, approved by the board of directors, the registrant submitted
an offer to purchase all the assets of "SCTL" for the sum of $2.7 million plus
VAT, to Mr. Amir Dolev, Advocate, receiver and temporary Liquidator for "SCTL"
appointed as per the respective decisions of the district courts of Tel Aviv
and Jerusalem in the state of Israel following a Bankruptcy proceedings. On
the same date by way of unanimous consent, the board of directors of the
registrant approved the acceptance of a one year interest free loan from Anthony
C. Dike, Chairman and CEO of the registrant in the amount of $3.2 million, to be
used for the purchase of "SCTL" assets and initial working capital.
On June 29, 2000, the registrant was notified that its offer to purchase
all the assets of "SCTL" have been approved by the district courts of Tel Aviv
and Jerusalem in the state of Israel.
On June 30th, the registrant entered into a "Master Value-Added
Reseller" agreement with InterCare.com-dx, Inc., "aka" InterCare.com (a
California Corporation) also a subsidiary of the registrant, to resell
and provide levels 1 and 11 maintenance and support for the Medmaster Suite
Of software programs on a global basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(None)
(c) EXHIBITS.
EXHIBIT ITEM. DESCRIPTION
------------ -------------
Exhibit A - Irrevocable Proposal for Purchase of Assets of Sirius
Computerized Technologies Limited and attachments
(Filed in paper)
Exhibit B - Decisions of the district Court of Tel-Aviv and Jerusalem
(Israel) regarding the proposed asset purchase.
(Filed in paper).
Exhibit C - Form of Loan Agreement between Anthony C. Dike, and the
Registrant. (Filed in paper).
Exhibit D - Written Consent of the Board of Directors of the Registrant
authorizing the acceptance of a one year interest free loan
from Anthony C. Dike, its Chairman and CEO.(Filed in paper).
Exhibit E - Written Consent of the Board of Directors of the
Registrant authorizing the Asset Purchase.
Exhibit F - Master Value-Added Reseller Agreement between the registrant
and Intercare.com.(including appendices and exhibits).
Exhibit G - Form of Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Meridian Holdings, inc.
(Registrant)
Date: July 11, 2000 By:/s/ Anthony C. Dike
-----------------------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer,
and Secretary)
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EXHIBIT E
WRITTEN CONSENT
OF THE DIRECTORS OF
MERIDIAN HOLDINGS, INC.
A Colorado corporation
Pursuant to the authority of Section 7-108 of the Colorado Business Corporation
Act, the undersigned, being the Board of Directors of Meridian Holdings,
Inc., a Colorado corporation, does hereby adopt the following recitals and
resolutions:
1. Irrevocable Proposal For Purchase Of Assets Of Sirius Computerized
Technologies Limited ("SCTL")
WHEREAS, on February 7, 2000 A receiver had been appointed for SCTL and on
June 7, 2000, he was appointed as temporary Liquidator for SCTL ('the Receiver")
as per the respective decisions of the district Court of Tel-Aviv and Jerusalem,
respectively; and
WHEREAS, the Receiver requested offers for purchase of the assets of SCTL;
and
WHEREAS, the Receiver acts only in his capacity as receiver and temporary
Liquidator of SCTL without any personal responsibility whatsoever,
WHEREAS, this Corporation on June 16, 2000 submitted an irrevocable Proposal
for the Purchase of Assets Of Sirius Computerized Technologies Limited ("SCTL"),
to the Receiver/Liquidator in Tel- Aviv, Israel, in the amount of $2.7 million
plus VAT, subject to the approval of district courts of Tel- Aviv and Jerusalem,
Israel. (a copy of the Irrevocable Proposal for Purchase of Assets of "SCTL"
enclosed as Exhibit A ).
NOW THEREFORE BE IT RESOLVED, that the Irrevocable Proposal attached hereto
as
Exhibit A and provided to the Board of Directors, pursuant to which among
other things, the following actions are authorized: (i) Purchase Of Assets of
Sirius Computerized Technologies Limited ("SCTL"), in the amount of $2.7
million, subject to the approval of the district courts of Jerusalem and
Tel Aviv, Israel.(ii) This Corporation shall bear the costs of operation
of the receivership effective as of July 1, 2000 and until completion of
payment of the consideration hereunder in full. Such cost including attorney's
fees, are estimated to be $10,000 plus V.A.T per month. Other details of this
transaction is enclosed in the Exhibit A attached).
RESOLVED FURTHER, that the officers of this corporation be, and each of them
acting alone hereby is authorized and empowered to execute and deliver, or cause
to be executed and delivered, in the name and on behalf of this corporation, the
Agreement and any Related Agreements to which this corporation is a party, each
In substantially the form of the drafts of such documents presented to the
Board of Directors but with such change therein or amendments thereto as any
officer of this corporation shall approve, such approval to be conclusively
evidenced by such officer's execution thereof, and
2. General Authority
RESOLVED, that the officers of this corporation, and any of them, be, and they
hereby are, authorized, empowered and directed for and on behalf of this
corporation and in its name to execute, deliver and cause the performance of all
such further documents and to take such further actions as such officer, or any
of them, may in their discretion deem necessary, appropriate or advisable in
order to carry out and perform the intent of the foregoing resolutions.
Dated June 16, 2000
/s/ Anthony C. Dike
-------------------------------
Anthony C. Dike, Chairman/CEO
/s/ Philip Falese
--------------------------------
Philip Falese, Chief Financial Officer
/s/ James Truher
--------------------------------
James Truher, Director
/s/ Scott Wellman
--------------------------------
Scott Wellman, Director
/s/ James Kyle 11
--------------------------------
James Kyle 11, Director
/s/ Marcellina Offoha
--------------------------------
Marcellina Offoha,
Exhibit F
MASTER VALUE ADDED RESELLER AGREEMENT
Between:
Meridian Holdings, Inc.
of 900 Wilshire Blvd., Suite 500
Los Angeles, CA 90017
("Meridian")
and:
InterCare.com, Inc. (aka "InterCare.com-dx, Inc.)
of 900 Wilshire Blvd., Suite 508
Los Angeles, CA 90017
("InterCare")
Effective as of June 30, 2000
P r e a m b l e
Whereas Meridian develops, manufactures and markets software products for
clinical workstations and central data repositories, and desires to cooperate
strategically with companies on a Global basis in connection with marketing,
sales, implementation, system integration and support services of its MedMaster
product line; and
Whereas Meridian markets and sells software products to the healthcare
information systems and services marketplace, and has decided to strategically
pursue the Healthcare IT solutions market in North America; and
Whereas: both parties desire to enter into a non-exclusive relationship,
pursuant to which Meridian and InterCare will cooperate in the North American
healthcare information systems market in order to enable InterCare to market,
sell, support and provide services for Meridian MedMaster Products.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions
-----------
In addition to the words, terms and phrases elsewhere defined in this Agreement,
each of the following terms, when used herein, shall have the respective meaning
set forth next to such term:
"Critical Support" means support services provided 7 days a week, 24 hours a day
with respect to the following critical Products problems which a qualified
level 1 support staff, using procedures and tools provided by Meridian with the
Products, cannot resolve on its own:
(a) A VMDB Engine installed at the customer site is down, the backup server
cannot be activated by the qualified level 1 support staff to replace the failed
VMDB Engine, and as a result the entire MedMaster CDR is down
(b) There is a problem with one or more of the MedMaster CDR or MKB
databases or the IntegrationMaster Engine, which prevents access from all
application Products, the backup server cannot be activated by qualified level 1
support staff to replace the failed MedMaster CDR or MKB databases, or the
IntegrationMaster Engine, as the case may be, and as a result the entire
MedMaster CDR is down.
The terms and conditions before InterCare offers or commits to its customers or
to its VARs customers to a higher level of Critical Support exceeding this level
will be mutually agreed upon between InterCare and Meridian prior to any such
offer or commitment.
"Level 1 Support and Maintenance Services" means help-desk telephone hot-line
support services available to Products' customers, providing answers to
questions related to the use of Products licensed by such customers.
"Level 2 Support and Maintenance Services" means resolution of problems
encountered pursuant to the use or installation of the Products licensed by a
customer, determining if a potential error exists and attempting to correct such
problem without source code intervention. These services are provided to
qualified Level 1 Support and Maintenance staff only.
"Level 3 Support and Maintenance Services" means investigation of errors in the
Products reported by customers, correction of errors in the Product's source
code, and incorporation of such error correction in a product fix release. These
services are provided to qualified Level 2 Support and Maintenance staff only.
"Products" means the MedMaster products listed in Appendix A to this Agreement,
as amended by Meridian from time to time.
"Purchase Price of Products" means the actual sum per contract due to Meridian
from InterCare as a result of InterCare selling the Products to InterCare's
customers as prime contractor, or as a result of InterCare selling the Products
to its VARs who then resell the Products to such VARs' Customers.
"Purchase Price of Annual Support and Maintenance Services" means the actual sum
per contract due to Meridian from InterCare as a result of Meridian providing to
InterCare back-to-back Level 3 Support and Maintenance Services.
"Standard Support" means Level 2 and 3 Support and Maintenance Services provided
by the InterCare support center to qualified level 1 support staff of customers
and/or qualified level 1 support staff of InterCare VARs during normal business
hours, Monday through Friday, 08:00 - 17:00 Eastern Standard Time (EST),
excluding weekends and holidays.
"InterCare Customer" means a healthcare organization licensing Products from
InterCare.
"InterCare VAR" means a lawfully incorporated corporation in the Territory,
which signs a definitive VAR agreement with InterCare to market and sell
Products in the Territory, and to provide services in conjunction with the
Products in the Territory to prospects and customers. InterCare VAR shall be
subject to all the obligations and commitments InterCare has in this Agreement,
and may have rights not superior to the rights granted to InterCare under this
Agreement.
"Territory" means North America.
"VAR" means a value added reseller of the Products in the Territory, other than
InterCare.
"VAR Customer" means a healthcare organization licensing Products from a VAR.
2. License
-------
Meridian hereby grants InterCare the non-exclusive right to market, sell,
support and provide services related to the Products in the Territory. For this
purpose, and subject to the provisions of the standard Software Licensing
Agreement (Appendix G to this Agreement), Meridian hereby grants InterCare a
fully paid-up right to use, display, copy, reproduce, prepare or have prepared
derivative works of the Products solely for the following internal purposes:
demonstration, technical promotion activities, internal education of InterCare's
employees or its prospects, training of InterCare employees, training InterCare
VARs' employees, training InterCare Customer's employees and/or training VAR
Customer's employees in conjunction with marketing, sales, services activities
of Products, and support services provided by InterCare to its customers and/or
InterCare VARs and/or Meridian VARs in conjunction with Products.
InterCare shall not have any rights with respect to the Products in any
territory other than the Territory, except with the prior written approval of
Meridian. Meridian, in its sole discretion, may grant exclusive marketing,
sales or support rights to a third party in the Territory or any part thereof,
and in such event Meridian may, upon not less than 60 days' notice, terminate
InterCare's rights with respect to such territories.
3. Nature of Relationship
------------------------
The parties to this Agreement are acting solely as independent entities. Nothing
herein shall be deemed to create any other relationship, including, without
limitation, that of partnership, joint-venture, or any other type of
relationship between the parties. The employees of each party shall not be
considered the employees of the other party for any purpose.
Nothing in this Agreement shall restrict either of the parties from entering
into any other relationship with any third party, subject to compliance with the
commitments and obligations of each party under this Agreement and Appendix E to
this Agreement.
4. InterCare Obligations
----------------------
InterCare shall be a non-exclusive, value added reseller entitled to offer,
market, sell and provide various implementation and system integration services
for the Products as part of turn-key solutions to healthcare organizations in
the Territory. Only InterCare employees who have been sufficiently trained and
officially qualified by Meridian shall be entitled to be engaged in any activity
with any third party in the Territory, regardless of whether such third party is
a prospect, customer or VAR. In this role, InterCare shall have primary
responsibility for the following:
a) Marketing and Sales
Marketing and sales activities to its VARs, prospects and customers. This
includes the ability to demonstrate the products from a clinical, technical and
managerial point-of-view to clinical and technical decision makers and
management personnel of potential customers. Except with the prior written
approval of Meridian, InterCare shall not offer or commit to its customers
Products and/or functionality and/or services which have not been made generally
available by Meridian to all of its marketing, sales and system integration
channels in the Territory.
InterCare shall aggressively market and sell the Products by, among other
things, direct contacts, media publications, and participation in trade shows,
exhibitions, privately-held customer conferences.
b) RFQ / RFI / RFP Proposals Preparation
Preparation and submission of proposals to VARs, prospects and customers.
InterCare will be the prime contractor, and the single point-of-contact in
establishing the relationship with InterCare Customers.
c) Sales / Final Contract Signing with Customers
Negotiations and final contract terms and conditions with VARs and/or customers
regarding the Products and its associated services.
InterCare, as prime contractor, will also provide the license of the Products to
its VARs and customers as a part of the final contract with its VARs and such
VARs' customers.
d) Product Installation, Implementation and System Integration
Installation, implementation and system integration of the Products at customer
sites, as an integral part of the services to be offered as a turn-key solution
to Products' customers that purchase the Products from InterCare or InterCare
VAR.
e) Process re-engineering / System Integration
Process re-engineering and system integration services to its VARs, prospects
and customers, as a part of the services required to provide a turn-key solution
in any Products installation, implementation and utilization. Process
re-engineering services may be sub-contracted by InterCare or VARs to a third
party consulting firm, which is adequately trained and officially pre-approved
by Meridian as qualified for such purpose prior to such third party consulting
firm being offered to the customer or providing any such services.
f) Training
InterCare will offer various levels of training to its customers. Training
sessions and/or courses relating to the Products independently developed by
InterCare shall be subject to Meridian review and written approval prior to
InterCare's offering and/or committing and/or executing such services to any
third party.
g) Level 1, Level 2 and Level 3 Support and Maintenance Services
Contracting and providing Level 1 (optional), Level 2 and Level 3 Support and
Maintenance Services to InterCare Customers or VARs' Customers, under an annual
MedMaster Maintenance and Support Contract with such customers.
InterCare shall not enter into any commitments or agreements with InterCare
Customers and/or VARs Customers for providing Level 3 Standard Support services
and Critical Support services (other then financial terms and conditions) which
are not consistent with the terms and conditions between Meridian and InterCare
in connection with providing these services, as defined in this Agreement.
h) Technical Network Infrastructure for Remote Maintenance
Set up a network / communication infrastructure which will enable both InterCare
and (when necessary) Meridian to conduct support, maintenance and product
installation by remote control from its support / maintenance hubs. Once such
infrastructure is installed and successfully activated by InterCare, InterCare
will be responsible to provide Meridian with secure access into such
infrastructure. InterCare or InterCare VARs' customers or Meridian VARs'
customers who refuse to enable installation and continuous availability of such
remote access infrastructure will be subject to higher annual maintenance and
support fees, as determined by Meridian and InterCare on a case-by-case basis.
InterCare, as sub-contractor to other non-exclusive Meridian channels in the
Territory, may be responsible for:
i) Sub-contracting of Level 1, Level 2 and Level 3 Support and Maintenance
Services
Providing MedMaster Level 1 (optional), Level 2 and Level 3 Support and
Maintenance Services, subject to separate agreements.
j) Additional Support and Services provided by InterCare to Meridian
If requested by Meridian, InterCare shall, in accordance with purchase orders
from Meridian, provide Meridian, Meridian channels or Meridian customers of the
Products with additional services in the following areas, as a sub-contractor to
Meridian:
- Marketing and/or technical marketing assistance services
- Sales and/or technical sales assistance services
- Proposal preparation and/or negotiation assistance services
- Contract preparation and/or negotiation assistance services
- Project management assistance services
- Training assistance services
- Implementation assistance services
These services shall be provided by InterCare to Meridian based upon the cost
of professional services provided by InterCare, as defined in Appendix C to this
Agreement.
InterCare will further be responsible for the following:
k) Final Documentation Production
InterCare may develop and produce quality marketing / technical documentation
relating to the Products, which may be used only subject to prior written
approval of such materials by Meridian, or use marketing / technical
documentation material designed and developed by Meridian, as made generally
available in magnetic media format by Meridian from time to time, for
reproduction by InterCare. Any modification by InterCare or InterCare VARs of
documentation materials developed and provided by Meridian shall be subject to
Meridian written pre-approval.
l) MedMaster New features / functionality specification support
InterCare will continuously assess and regularly report to Meridian on the needs
of the healthcare market with regard to new features and functionality in the
Products. InterCare will make recommendations to Meridian concerning needs and
priorities relating to future developments and enhancements to the Products
line.
5. InterCare Representations, Warranties and Covenants
-------------------------------------------------------
InterCare represents, warrants and covenants that:
a) all information, materials and services furnished by InterCare under this
Agreement will be warranted to conform to the commercial practices InterCare
uses for its own commercial accounts.
b) it shall not utilize any announcements, marketing or demonstration
materials, or products containing the name, copyrights or trademarks of Meridian
without the prior approval of Meridian (which approval shall not be unreasonably
withheld).
c) it has sufficient resources to perform all of its obligations and
commitments under this Agreement.
d) it has all intellectual property rights and licenses for any product
(other than the Products), materials, or services that are necessary to perform
its obligations under this Agreement.
e) it has obtained or will obtain and maintain all necessary governmental
approvals and licenses for the performance of its obligations under this
Agreement.
f) any presentation, commitment, document, proposal or contract, either oral
or in writing, made by InterCare to a third party in relation to Meridian and/or
the Products and related services, will fully comply with the terms and
conditions of this Agreement.
g) during the term of this Agreement and for an additional period of 24
(twenty four) months after its expiration or termination, it will not directly
or indirectly develop or assist to develop any products and/or services which
are similar to or compete with the Products and/or its related services.
h) in entering into this Agreement, it has not relied on any promises,
inducements, or representations by Meridian except those expressly stated in
this Agreement.
6. Meridian Obligations
---------------------
Meridian shall have primary responsibility for the following:
a) Integrated Architecture Design
Determining customer requirements, preparing high-level design, preparing
low-level design with the development of an architecture of an Integrated
Healthcare Delivery System solution for partners, prospects and customers in the
Territory, with the Products, including the Central Data Repository based on
VMDB, serving as the core of such architecture.
b) MedMaster Products Development
Meridian shall continue to develop and enhance the Products as commercially
required and justified.
c) InterCare Training
Meridian shall make available to InterCare and/or InterCare VARs and/or
InterCare customers and/or InterCare VARs' customers a variety of training
sessions, at InterCare's request, in the following areas:
- General architecture of MedMaster
- Hardware configuration for MedMaster settings
- MedMaster installation and set-up
- System Administration of MedMaster
- Marketing MedMaster to physicians (requires InterCare on-staff
physician(s)/Medical Assistant(s)/Nurse(s))
- Marketing MedMaster to CIOs / MIS professionals
- MedMaster products functionality and workflow
- MedMaster System Integration
- MedMaster implementation project management
d) Initial MedMaster Documentation
Meridian will develop the initial raw documentation materials for the Products
line. Meridian will transfer such materials to InterCare in magnetic media
form, and InterCare may then prepare and produce final MedMaster documentation
to be delivered by InterCare to its customers or InterCare VARs or InterCare
VARs' customers.
Meridian will make available to InterCare any source material on magnetic media
relating to marketing and/or technical documentation of MedMaster which is made
generally available by Meridian to all of its non-exclusive marketing, sales and
system integration channels in the Territory.
e) Technical Marketing Support
Meridian will provide to InterCare and/or InterCare VARs technical marketing
support services in the following areas:
- Preparation of proposals to prospects
- Preparation of final contracts with prospects
- Hardware and network design and configuration for MedMaster
contracts and implementations
- Integrating MedMaster with third-party products
- MedMaster installation and operation procedures and trouble-shooting
f) Marketing and Sales Support
Meridian will assist InterCare in its efforts to market and sell the Products as
prime contractor to its VARs and prospects.
g) Level 3 Maintenance and Support Services
Meridian shall provide InterCare with back-to-back Level 3 Support and
Maintenance Services. Such back-to-back services shall include Standard Support
and Critical Support services. The terms and conditions of providing these
back-to-back services are defined in Sections 10 c) and 10 d) in the Agreement
h) Additional Support and Services provided by Meridian to InterCare
Meridian shall provide InterCare additional services in the following areas:
- VMDB data modeling consulting
- VMDB System integration consulting
- Workflow re-engineering consulting
- Training consulting
- Installation consulting
- Implementation consulting
- Utilization consulting
When InterCare has developed adequate skills to provide similar services as
those described in this section, and only after InterCare employees were
sufficiently trained and qualified by Meridian to provide some or all of such
services, then InterCare, in the prime contracting role, may also be granted by
Meridian the right to provide such services to Products' customers.
The scope, location and cost of the services to be provided by Meridian to
InterCare under Sections 6. c), e), f) and h) will be subject to separate
agreements between the parties on a case-by-case basis and the submission of
purchase orders by InterCare to Meridian, based on the terms and conditions of
Meridian professional services as defined in Appendix B to this Agreement.
7. Meridian Representations, Warranties and Covenants
------------------------------------------------------
Meridian represents, warrants and covenants as follows:
a) to the best of its knowledge, Meridian has all intellectual property
rights and licenses necessary to perform its obligations under this Agreement.
In the event that Meridian receives notice of an alleged infringement of a third
party's intellectual property rights, Meridian shall have the option, at its
expense, to attempt to cure such infringement by (i) procuring the right for
InterCare and end users of the Products to continue to use the Products, (ii)
modifying the Products so that they are no longer infringing while retaining at
least equivalent functionality, or (iii) replacing the affected Products with
other products of at least equivalent functionality.
b) it has sufficient resources to perform all of its commitments and
obligations under this Agreement.
c) the media on which the Products are delivered are free from defects, and
to the best of its knowledge the Products do not contain any (i) viruses which
would cause the Products to malfunction or to cease functioning, or (ii) data
related disabling code. Furthermore, Meridian agrees to use its best efforts to
prevent any such viruses or disabling code from being incorporated into the
products. In the event that Meridian becomes aware of any such viruses or
disabling code in the Products, Meridian will immediately notify InterCare, and
shall take appropriate measures to remove such viruses or disabling code from
the Products.
<PAGE>
The sole remedy for any breach of the warranty contained in this subsection
shall be replacement of the defective media or Product.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL SIRIUS BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF
OR INABILITY TO USE SIRIUS PRODUCTS, EVEN IF SIRIUS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SIRIUS' ENTIRE LIABILITY UNDER ANY
PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE
InterCare CUSTOMER FOR THE PRODUCTS.
d) it has obtained or will obtain and maintain all necessary governmental
approvals and licenses for the performance of its obligations under this
Agreement, and the Products comply or will comply (if necessary) with all
applicable U.S. laws and governmental regulations.
8. Limitations
-----------
a) Neither party to this Agreement shall be entitled to unilaterally
withdraw from any of its commitments, as outlined in a signed proposal or
contract with a customer, unless the other party to this Agreement agrees to
such withdrawal in advance and in writing. If one party takes such action
unilaterally, the other party shall be entitled: (1) to terminate this Agreement
immediately, and (2) to take legal action against the other party, which will
entitle it to indirect, incidental, or consequential damages, including lost
profits, and reasonable attorney fees.
b) Except for Section 8 (a), neither party shall be entitled to indirect,
incidental, or consequential damages, including lost profits, based on any
breach or default under this Agreement.
c) Except for Section 9 (a), each party`s total liability under this
Agreement shall be limited to the money actually paid to the party for MedMaster
Products by a specific customer.
d) No action, regardless of form, arising out of this Agreement may be
brought by any party more than two (2) years after the cause of action has
occurred or the such party became or should have become aware of the cause of
action.
9. Software Rights
----------------
a) Any contract signed between InterCare and: (a) a VAR, or (b) an InterCare
customer relating to the Products must incorporate the standard MedMaster
Software Licensing Agreement Template, attached as Appendix G to this Agreement.
b) All intellectual property rights resulting from any know-how, concepts,
methodologies, technology, products, modules or components independently
developed by Meridian, Meridian' sub-contractors, Meridian' affiliates or any
third party relating to the Products shall be the sole and exclusive property of
Meridian. Nothing contained in this Agreement shall be deemed to transfer title
to any intellectual property rights, any other asset or any other property,
whether tangible or intangible, from Meridian to InterCare or to any other third
party.
10. Revenue Sharing
----------------
a) Revenue to Meridian from Sales of Products by InterCare to customers as
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prime contractor
----------------
Revenue to Meridian from InterCare sales of Products to customers as prime
contractor are defined in Appendix H to this Agreement. This Appendix shall be
reviewed annually by both parties, and shall be amended from time to time if
both parties mutually agree upon different terms and conditions.
InterCare, in its sole discretion, shall define the actual selling price of
Products to its customers where InterCare is prime contractor, as long as such
price is not greater than the Products generally available list-price as defined
in Appendix A.
b) Revenue from Sales of Products by InterCare to InterCare VARs
----------------------------------------------------------------------
Revenue to Meridian from InterCare sales of Products to its VARs is defined
in Appendix H to this Agreement. This Appendix shall be reviewed annually by
both parties, and shall be amended from time to time if both parties mutually
agree upon different terms and conditions.
InterCare VAR, in its sole discretion, shall define the actual selling
price of Products to its customers where the VAR is prime contractor, as long as
such price is not greater than the Products generally available list-price as
defined in Appendix A.
c) Revenue from Annual Maintenance and Support Fees where InterCare is prime
-------------------------------------------------------------------------
contractor or an InterCare VAR is prime contractor
---------------------------------------------------------
Beyond the 90 day warranty (to be provided at no additional cost to the
Products customer by InterCare and Meridian), following the date any of the
Products is first installed by InterCare or InterCare VAR in any customer's site
(including, but not limited to training class facility, product functionality
assessment or pilot setting), Products customers must commit to InterCare or
InterCare VAR in the contract between InterCare or InterCare VAR and the
customer to continuously purchase and pay for Annual Maintenance and Support
Services, covering at least Level 2 and Level 3 Standard Support Services and
complementary Critical Support Services.
InterCare, in its sole discretion, shall define the Annual Maintenance and
Support Fees for the Products as a percentage of the then generally available
list price of all the Products purchased by the Products customer. Annual
Maintenance and Support Fees relate to providing Standard Support Services and
complementary Critical Support Services. The terms and conditions of any other
extended annual Maintenance and Support Services commitment offered or committed
to by InterCare or InterCare VAR to prospects or customers shall be agreed by
the parties to this Agreement in advance and in writing prior to such offer or
commitment.
In return for Meridian providing back-to-back Level 3 Maintenance and
Support Services to InterCare (covering Standard Support Services and
complementary Critical Support Services), InterCare shall pay Meridian annually
per each InterCare Customer and/or InterCare VAR Customer contracting with
InterCare for these Annual Maintenance and Support Services, a sum equal to 9%
of the aggregate Products licenses list price then in effect (and in case a
product and/or module is no longer sold, but is still under service, the
product/module last generally available list price) for all of the Products
purchased by such customer. The sum payable by InterCare to Meridian, subject to
the terms and conditions of this Section, shall be the Purchase Price of Annual
Support and Maintenance Services for all purposes.
Any Products customer who ceases paying annual Support and Maintenance Fees
and subsequently wishes to renew the annual Support and Maintenance Services
shall be obliged to pay a penalty fee, to be agreed upon between the parties to
this Agreement.
d) Revenue from Annual Maintenance and Support Fees where prime contractor
-------------------------------------------------------------------------
is neither InterCare nor InterCare VAR.
-------------------------------------------
Subject to the establishment of a MedMaster customer support center by
InterCare which is operated by professional, trained and qualified InterCare
support staff employees, InterCare may provide Level 1 (optional), Level 2 and
Level 3 Maintenance and Support Services to Products' customers where another
Meridian VAR is the prime contractor and provider of Products to such
customers.
InterCare may provide these services either directly to such customers or
in a back-to-back contract with a qualified Meridian VAR (serving as prime
contractor), provided that all the terms and conditions of these services the
associated payments fully comply with the terms and conditions set forth in
Section 10(c) above.
e) Other Services provided by InterCare
----------------------------------------
InterCare shall be entitled to retain all revenues resulting from the
following services provided by InterCare to Products customers in contracts
initiated, led and signed by InterCare as prime contractor, as long as Meridian
is not required to provide any assistance to InterCare:
- Workflow / Process re-engineering
- Consulting
- System analysis
- Network / Infrastructure design
- Hardware / Network sales and/or set-up
- Hardware / Network maintenance and support
- Third-party software products sales, installation, training, support and
maintenance
- MedMaster Software Installation and Configuration
- Customer's staff training
- On-site Implementation
- On-site Integration services
11. List-price of Products and Services
---------------------------------------
a) The currently generally available list-price for the Products is set
forth in Appendix A to this Agreement. Meridian may, from time to time upon not
less than 60 days' notice, make generally available new list-prices to all of
its marketing, sales and system integration channels in the Territory. Any
proposal submitted to a potential customer prior to the effective date of a
change will be subject to the previous generally available list-price.
b) Meridian' and InterCare's current generally available list-prices for
professional services are set forth in Appendix B and Appendix C to this
Agreement, respectively. Either Meridian or InterCare may, not more frequently
than twice a year and upon at least 30 days' notice, make generally available
new list-prices for its services to all of its marketing, sales and system
integration channels in the Territory. Any proposal submitted to a customer
prior to the effective date of a change will be subject to the previous
generally available list-price.
12. Payment Schedule
-----------------
a) Payments for the Products where InterCare is prime contractor
---------------------------------------------------------------------
InterCare, when acting as prime contractor with its customers, will pay
Meridian on behalf of Products purchased according to the following payment
schedule, assuming timely delivery of the Products by Meridian to InterCare when
InterCare signs a final contract with its customer:
(1) 40% of the Purchase Price of Products within 30 days following signature
of a final contract between InterCare and a InterCare customer. (the "InterCare
Contract Signature Date").
(2) 20% of the Purchase Price of Products within no more than 90 days after
the InterCare Contract Signature Date.
(3) the remaining 40% of the Purchase Price of Products in no more than 4
equal installments, with the first payment to be no later than 145 days
following the Signature Date and the last payment to be no later than 270 days
following the InterCare Contract Signature Date.
The payment schedule of the Purchase Price for Products is in no way dependent
upon any payment terms and conditions between InterCare and its customer,
provided that Meridian has no development commitment to InterCare in connection
to the Products purchased. If, per specific contract between InterCare and its
customer, Meridian commits in advance and in writing to additional Products
development, then Meridian and InterCare may mutually agree upon another payment
schedule.
Any payments terms and conditions other the ones specified in this Section 12 a)
shall be mutually agreed in advance and in writing between the parties to this
Agreement on a case-by-case basis.
In no case shall the payment terms between InterCare and its customer more
favorable than the payment terms specified above.
b) Payments for the Products where InterCare VAR is prime contractor
-------------------------------------------------------------------------
InterCare, when InterCare VAR is acting as prime contractor with its customer,
will pay Meridian on behalf of the Products purchased according to the following
payment schedule, assuming timely delivery of the Products by Meridian to
InterCare when InterCare VAR signs a final contract with its customer:
(1) 40% of the Purchase Price of Products within 30 days following signature
of final contract between InterCare VAR and its customer. (the "VAR Contract
Signature Date").
(2) 20% of the Purchase Price of Products within no more than 90 days after
the VAR Contract Signature Date.
(3) the remaining 40% of the Purchase Price of Products in no more than 4
equal installments, with the first payment to be no later than 145 days
following the Signature Date and the last payment to be no later than 270 days
following the VAR Contract Signature Date.
It is mutually agreeable between the parties to this Agreement, that the
payments schedule on behalf of the Purchase Price for Products are completely
disconnected from any payment terms and conditions between InterCare VAR and its
customer, as long as when the final contract between InterCare VAR as prime
contractor and its customer is signed, Meridian has no development commitment to
InterCare in connection to the Products purchased. If, per specific contract
between InterCare and InterCare, Meridian commits in advance and in writing to
additional Products development, then Meridian and InterCare may mutually agree
upon another payment schedule.
Any payments terms and conditions other the one specified in this Section 12 b)
shall be mutually agreed in advance and in writing between the parties to this
Agreement on a case-by-case basis.
In no case shall the payment terms between InterCare VAR and its customer more
favorable than the payment terms specified above.
c) Payments for Meridian Level 3 Maintenance and Support Services
----------------------------------------------------------------------
InterCare will pay Meridian on behalf of the Purchase Price of Maintenance and
Support Services no later than: (1) thirty (30) days following the first day
such services are provided, for the period commencing on the first date such
services are provided and ended December 31st of the first year, and (2) each
January 31st thereafter, in advance, for the Annual Maintenance and Support
Services to be provided during that fiscal year; but in either event, InterCare
shall pay Meridian no later than seven (7) working days following receipt of
payment from the InterCare customer or InterCare VAR customer or Meridian VAR
customer.
d) Payments for Other Meridian/InterCare Services and Expenses
-----------------------------------------------------------------
At the end of each calendar month, each party shall submit to the other party an
invoice for all the services provided, and associated expenses incurred, by such
party during such month. Payment for such invoice shall be made no later than
the end of the month following the invoiced month period.
13. Procedures Governing Purchases by InterCare
-----------------------------------------------
All purchases of Products or services by InterCare from Meridian shall be
governed by Appendix F to this Agreement.
14. Customer Satisfaction Surveys
-------------------------------
The parties shall jointly develop and implement a system to measure customer
satisfaction with the Products and with the services provided by both parties.
One party failure to satisfy minimal customer satisfaction levels shall be
considered a material breech of this Agreement.
15. Term
----
This Agreement will be in effect for an initial term of twelve months. Upon the
expiration of such initial term, this Agreement shall automatically be renewed
for successive additional terms of one year each, unless either party gives
notice of its intention not to renew the Agreement at least 60 days prior to the
scheduled expiration date.
16. Termination
-----------
a) Termination for Breach. Either party may terminate this Agreement if the
other party breaches or is in default of any obligation hereunder, including but
not limited to the failure to make any payment when due, which default is
incapable of cure or which, being capable of cure, has not been cured within
thirty (30) days after receipt of written notice from the non-defaulting party
or within such additional cure period as the non-defaulting party may authorize
in writing.
b) Termination for Bankruptcy. Either party may terminate this Agreement
upon the filing by or against the other party for any action under any federal,
state or other applicable bankruptcy or insolvency law, which is not dismissed
or otherwise favorably resolved within thirty (30) days of such event.
c) Additional Cause for Termination. In addition to the foregoing, Meridian
may terminate this Agreement with immediate effect if InterCare (i) fails to
secure or renew any license, permit authorization or approval for the conduct of
its business with respect to the Products; or (ii) challenges, assists a third
party in challenging, or fails to assist Meridian in enforcing Meridian' right,
title or interest in and to Meridian intellectual property asserted in this
Agreement.
d) Effects of Termination. Upon termination or expiration of this Agreement
for any reason whatsoever, InterCare shall immediately: (i) cease all use of
Products and documentation; (ii) discontinue any use of the name, logo,
trademarks, service marks or slogans of InterCare and the trade names of any
Products, and shall change its corporate name to one that, in the sole
discretion of Meridian, is not confusingly similar to Meridian; (iii)
discontinue all representation or statements from which it might be inferred
that any relationship exists between InterCare and Meridian; (iv) cease to
promote, solicit orders for or procure orders for Products (but will not act in
any way to damage the reputation or goodwill of Meridian or any Product); and
(v) return all Products, confidential information and related materials to
Meridian.
e) Continuation of Support upon Termination. Notwithstanding anything to
the contrary in this Agreement, and provided that InterCare is not in breach of
this Agreement, Meridian and InterCare will continue their obligations to each
other for the purposes of providing Support and Maintenance Services to end
users for up to twelve (12) months after the termination of this Agreement.
InterCare may use the Products and other related materials necessary for such
Support and Maintenance Services during such twelve (12) month period.
InterCare shall be responsible for advising its own customers and its VARs
customers of the upcoming termination of Support and Maintenance Services and
redirecting them to Meridian for alternate Meridian service providers in the
Territory. Upon InterCare's fulfillment of its obligations to its end users
pursuant to this section, InterCare shall cease representing itself as a service
provider for Products.
f) No Harm Upon Termination. Except as otherwise expressly provided herein,
upon the expiration or termination of this entire Agreement or any rights
granted to InterCare under this Agreement, InterCare shall not be entitled to,
and to the fullest extent permitted by law waives, any statutorily prescribed or
other compensation, reimbursement or damages for loss of goodwill, clientele,
prospective profits, investments or anticipated sales or commitments of any
kind.
g) Responsibilities Upon Termination. Nothing in this Agreement will
affect: (i) the rights and liabilities of either party with respect to Products
sold to end users prior to termination; (ii) any indebtedness then owing by
either party to the other, or (iii) any liability for damages resulting from an
actionable breach.
h) Survival of Terms. Any portion of this Agreement which by its nature
should survive termination shall survive and continue in full force and effect.
17. Source-code Escrow
-------------------
See Appendix D to this agreement.
18. General
-------
a) Confidential Information. Each party will protect the other party's
Confidential Information (as defined below) from unauthorized dissemination and
shall use the same degree of care that such party uses to protect its own like
information. Neither party will disclose to third parties the other party's
Confidential Information without the prior written consent of the other party.
Neither party will use the other party's Confidential Information for purposes
other than those necessary to directly further the purposes of this Agreement.
For purposes of this section, "Confidential Information" means all items
identified as being confidential by the disclosing party, including: (i) any
portion of the Products, in object and source code form, and any related
technology, ideas, algorithms or any trade secrets; (ii) either party's business
or financial information and plans; and (iii) the terms of this Agreement.
"Confidential Information" will not include information that the receiving party
can show (a) is or becomes generally known or publicly available through no
fault of the receiving party; (b) is known by or in the possession of the
receiving party prior to its disclosure, as evidenced by business records, and
is not subject to restriction; or (c) is lawfully obtained from a third party
who has the right to make such disclosure.
b) Media releases and publications. InterCare shall not issue a media
release or publication involving any information relating directly or indirectly
to Meridian, without the written pre-approval of Meridian.
c) Headings. The headings of paragraphs and subparagraphs herein are
inserted for convenience of reference only and are not intended to affect the
meaning or interpretation of this Agreement.
d) Notices. Any notices required under this Agreement shall be given in
writing, via overnight courier, registered air mail or facsimile, unless
specified otherwise, to the contract coordinator. If notice is provided by fax,
the facsimile must bear the sender's company name and facsimile number in the
identifying line of the facsimile.
e) Taxes. InterCare shall be responsible for the payment of all taxes
associated with this Agreement, including value added and withholding taxes
which are levied or based upon this Agreement or the Products. Any taxes
related to the Products licensed pursuant to this Agreement shall be paid by
InterCare or InterCare shall present an exemption certificate acceptable to the
taxing authorities.
19. Assignment and Delegation
---------------------------
InterCare may not sell, transfer, assign, delegate or subcontract this Agreement
or any right or obligation hereunder without the prior written consent of
Meridian.
Meridian may assign any or all of its rights and obligations as set forth in
this Agreement. Meridian will immediately notify InterCare of such partial or
full assignment within 30 days from the date such assignment has been completed,
and this Agreement shall be then amended to reflect such assignment.
20. Governing Law, Venue, and Legal Actions:
---------------------------------------------
a) The validity, construction and performance of this Agreement will be
governed by the substantive law of the State of Israel, without regard to
principles of conflict of laws, as if this Agreement were executed in, and fully
performed within, the State of Israel. The United Nations Convention on the
International Sale of Goods is specifically excluded from application to this
Agreement.
b) Any dispute arising out of or relating to this Agreement shall be brought
solely and exclusively in the appropriate court in Jerusalem, Israel, and each
party irrevocably accepts and submits to the sole and exclusive jurisdiction of
such court and agrees to waive any objection to the jurisdiction or convenience
thereof.
c) If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, unenforceable, or in conflict with applicable law,
then such provision shall be excluded from this Agreement and the remainder of
this Agreement shall remain valid and in effect.
21. Entire Agreement
-----------------
This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements, oral or written, relating to the
subject matter of this Agreement. No amendment, modification or waiver of any
provision of this Agreement shall be effective unless it is set forth in a
writing, refers to the provisions so affected and is executed by an authorized
representative of the party to be charged. No failure or delay by either party
in exercising any right, power or remedy will operate as a waiver of any such
right, power or remedy.
22. Counterparts
------------
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
Signed as of June 30, 2000 by:
----------------------------- -----------------------------------------
Meridian Holdings, Inc. InterCare.com, Inc.
Appendix A - MedMaster products list-price for the U.S.A and Puerto Rico
The MedMaster products list-price will be in effect until June 30th , 2000 or
until Meridian Holdings, Inc., publishes a new generally available list-price
for North America. The list-price provides the means to determine MedMaster
products licenses for the following:
1. MedMaster Central Data Repository Hospital
2. MedMaster acute care / sub acute / inpatient Hospital
3. MedMaster ambulatory care / outpatient Hospital/clinics
4. MedMaster nursing Hospital/clinics
5. MedMaster imaging archiving Hospital/clinics
1. MedMaster Central Data Repository
This section relates to the licensing of the software components comprising
the MedMaster Central Data Repository solution in a single hospital setting or
multi-hospital IHDN (Integrated Healthcare Delivery Network) setting. The price
of the MedMaster CDR licenses is dependent upon the aggregate number of acute /
sub-acute care / long term care beds of the purchasing customer + the number of
users in outpatient / ambulatory care / home care connected to the MedMaster
CDR. For calculation purposes, every 5 users in the outpatient / ambulatory care
/ home care settings privileged to access the MedMaster CDR shall be considered
a single bed.
The basic MedMaster Central Data Repository licenses granted, will include
the following products and associated quantities:
- 1 IntegrationMaster Master Engine (Inbound Engine & Outbound Engine)
"Shell" product license
- 1 IntegrationMaster Master Engine configuration application product
license
- 1 IntegrationMaster Master Engine remote-control application product
license
- 1 license of initial MedMaster Medical Knowledge Base /Lexicon (without
formulary)
- 1 license of initial MedMaster CDR databases (excluding Multimedia)
- 1 license of VMDB Engine (Registry database)
- 1 license of VMDB Engine (Master CDR Server)
- 1 license of VMDB Engine (Master MKB Server)
- 1 license of VMDB Engine (IntegrationMaster Control Database Server)
- 3 VMDB Registry application product licenses
- 3 VMDB Data Dictionary application product licenses
- 3 VMDB Administrator application product licenses
- 3 BaseMaster product licenses
- 3 DataMiner product licenses
<TABLE>
<CAPTION>
<BTB>
Hospital / IHDN Aggregate Bed Size Price per Bed
<S> <C>
1 - 100 beds $2,995
101 - 200 beds $2,895
201 - 300 beds $2,795
301 - 400 beds $2,695
401 - 500 beds $2,595
501 - 600 beds $2,495
601 - 700 beds $2,395
701 - 800 beds $2,295
801 - 900 beds $2,195
901 - 1,000 beds $2,095
1,001 - 1,250 beds $2,045
1,251 - 1,500 beds $1,995
1,501 - 1,750 beds $1,945
1,751 - 2,000 beds $1,895
2,001 - 2,500 beds $1,845
2,501+ beds $1,795
</TABLE>
Add-ons MedMaster(TM) Central Data Repository Product Licenses List-price
<TABLE>
<CAPTION>
<BTB>
Add-on / Additional Product Options Price
<S> <C>
Live, loosely-coupled MedMaser(TM) MKB/CDR
Backup Server products, including: (a) VMDB(TM)
Journal Server (b) MedMaster(TM) MKB VMDB(TM)
Backup Engine, and (c) MedMaster(TM) CDR Backup Engine 15% from base MedMaster(TM) CDR
licenses cost
IntegrationMaster(TM) Backup Engine + Configuration
application + Remote control application 5% from base MedMaster(TM) CDR
licenses cost
Additional BaseMaster(TM) product license $4,995 per seat
Additional DataMiner product license $4,995 per seat
Additional VMDB(TM) Registry product license $1,995 per seat
Additional VMDB(TM) Data Dictionary product license $1,995 per seat
Additional VMDB(TM) Administrator product license $1,995 per seat
</TABLE>
2. Acute care / sub acute care / inpatient workstation licenses (WardMaster)
This section relates to MedMaster clinical workstation products licenses
sale for acute care / sub-acute care / inpatient / long term care to a single
hospital / multi-hospitals operating under an IHDN (Integrated Healthcare
Delivery Network) setting. This section provides for WardMaster licenses,
excluding CareMaster (Pathways, Care plans, Cost, Staffing and Quality control
functionality). Cost of licenses shall be calculated per the aggregate number of
acute care / sub acute care / inpatient / long term care beds in the hospitals
purchasing the licenses under a single purchase contract. WardMaster licenses
purchase require at the minimum the purchase of at least base MedMaster CDR
licenses:
<TABLE>
<CAPTION>
<BTB>
Hospital / IHDN Aggregate Bed Size WardMaster(TM) Price per Bed
<S> <C>
1 - 100 beds $5,995
101 - 200 beds $5,845
201 - 300 beds $5,695
301 - 400 beds $5,545
401 - 500 beds $5,395
501 - 600 beds $5,195
601 - 700 beds $5,045
701 - 800 beds $4,895
801 - 900 beds $4,745
901 - 1,000 beds $4,595
1,001 - 1,250 beds $4,495
1,251 - 1,500 beds $4,395
1,501 - 1,750 beds $4,295
1,751 - 2,000 beds $4,195
2,001 - 2,500 beds $4,095
2,501+ beds $3,995
</TABLE>
3. Ambulatory care / outpatient workstation licenses (ClinicMaster)
This section relates to a MedMaster clinical workstation products
licenses sale for outpatient / ambulatory care / home care units and/or
practices to a single hospital / multi-hospitals operating under an IHDN
(Integrated Healthcare Delivery Network) setting. This section provides for
ClinicMaster licenses, excluding CareMaster (Pathways, Care plans, Cost,
Staffing and Quality control functionality). Cost of licenses shall be
calculated per the number of aggregate users in the outpatient clinics and
affiliated practices in the hospitals purchasing the licenses under a single
purchase contract. ClinicMaster licenses purchase require at the minimum the
purchase of at least base MedMaster CDR licenses:
<TABLE>
<CAPTION>
<BTB>
Number of Aggregate Users Price per registered user
<S> <C>
1 - 50 users $2,995
51 - 100 users $2,895
101 - 150 users $2,795
151 - 200 users $2,695
201 - 250 users $2,595
251 - 300 users $2,495
301 - 350 users $2,395
351 - 400 users $2,345
401 - 450 users $2,295
451 - 500 users $2,245
501 - 600 users $2,145
601 - 700 users $2,045
701 - 800 users $2,195
801 - 900 users $2,095
901 - 1,000 users $2,045
1,001+ users $1,995
</TABLE>
4. MedMaster Nursing workstation licenses (CareMaster functionality)
This section relates to a MedMaster add-on nursing module licenses as
incorporated and fully integrated in either ClinicMaster and/or WardMaster. This
add-on module, incorporates a large variety of functionality tightly integrated
and inter-operated with ClinicMaster / WardMaster, amongst it nursing orders,
results, nursing unit floor activity support, pathways, care plans,
pathways-to-care plans automatic conversion, care plans-to-pathways automatic
conversion, enterprise-wide multi-level and multi-disciplinary cost calculation,
qualify control, quality assurance, etc. This add-on module was designed and
developed for hospitals and integrated healthcare delivery networks,
implementing a lifetime longitudinal patient record throughout the entire
continuum-of-care.
When incorporated in WardMaster, the cost of this add-on module shall be
calculated per the number of inpatient / acute care / long-term care beds under
a single licenses purchase contract. If this module is incorporated in
ClinicMaster for usage in outpatient / ambulatory care / home care settings,
then each 3 users of this add-on module shall be considered a single bed for
calculating the licenses cost.
The cost of licenses provided in this section does not include any
knowledge base licenses or services, which shall be (if requested by the
customer) become a part of the implementation services of the final contract
with the customer. It is made clear, that this add-on module cannot be licensed
by the customer without first licensing the MedMaster CDR, WardMaster and/or
ClinicMaster.
<TABLE>
<CAPTION>
<BTB>
Hospital / IHDN Aggregate Bed Size CareMaster(TM) Price per Bed
<S> <C>
1 - 100 beds $2,495
101 - 200 beds $2,445
201 - 300 beds $2,395
301 - 400 beds $2,345
401 - 500 beds $2,295
501 - 600 beds $2,245
601 - 700 beds $2,195
701 - 800 beds $2,145
801 - 900 beds $2,095
901 - 1,000 beds $2,045
1,001 - 1,250 beds $1,995
1,251 - 1,500 beds $1,945
1,501 - 1,750 beds $1,895
1,751 - 2,000 beds $1,845
2,001 - 2,500 beds $1,795
2,501+ beds $1,745
</TABLE>
5. MedMaster Imaging Archiving licenses (ImageMaster)
This section relates to a MedMaster functionality in providing:
- Storage of images in the MedMaster CDR
- Retrieval of images from the MedMaster CDR
- Imaging archiving storage functionality into the MedMaster using
ImageMaster
- Imaging archiving retrieval functionality from MedMaster CDR, using
ImageMaster and the licensed WardMaster / ClinicMaster
- Linking images to patients' open orders and results in the MedMaster CDR,
using ImageMaster and the licensed WardMaster / ClinicMaster
This section relates to the sale for imaging storage and retrieval
functionality to a single hospital / multi-hospitals operating under an IHDN
(Integrated Healthcare Delivery Network) setting. This section provides for
ImageMaster licenses. Cost of licenses shall be calculated per the aggregate
number of beds in the hospitals purchasing the licenses under a single purchase
contract. If usage of ImageMaster is required in the ambulatory care /
outpatient settings in addition to its use in the acute care / sub acute care /
inpatient settings, then every 3 ImageMaster users shall be considered a single
bed. ImageMaster licenses purchase require at the minimum the purchase of at
least base MedMaster CDR licenses:
<TABLE>
<CAPTION>
<BTB>
Hospital / IHDN Aggregate Bed Size ImageMaster(TM) Price per Bed
<S> <C>
1 - 100 beds $1,195
101 - 200 beds $1,165
201 - 300 beds $1,135
301 - 400 beds $1,105
401 - 500 beds $1,075
501 - 600 beds $1,045
601 - 700 beds $1,015
701 - 800 beds $975
801 - 900 beds $945
901 - 1,000 beds $915
1,001 - 1,250 beds $885
1,251 - 1,500 beds $855
1,501 - 1,750 beds $825
1,751 - 2,000 beds $785
2,001 - 2,500 beds $755
2,501+ beds $725
</TABLE>
Appendix B: Meridian Professional Services List-price
--------------------------------------------
This Appendix represents the various Meridian services and expenses cost
structure where InterCare provides a purchase order for Meridian professional
services:
1. Hourly Rate / Flat Daily Rate of Meridian Professional Services
------------------------------------------------------------------------
(excluding training services)
------------------------
Professional services provided by Meridians' employees and/or
sub-contractors to InterCare will be priced according to hourly or flat daily
rates basis, upon the sole discretion of InterCare:
<TABLE>
<CAPTION>
<BTB>
Meridian employee role Hourly Rate Flat Daily Rate
------------------------ ------------ -----------------
<S> <C> <C>
President / CEO - $500 US - $3,600 US
Marketing VP - $350 US - $2,800 US
Technical VP - $350 US - $2,800 US
Support VP - $350 US - $2,800 US
Physician - $300 US - $2,800 US
Director of Development - $300 US - $2,800 US
Project Manager - $200 US - $1,750 US
Senior Analyst - $200 US - $1,750 US
Senior Software Engineer - $175 US - $1,350 US
Senior QA Engineer - $175 US - $1,350 US
Analyst - $145 US - $1,125 US
Software Programmer - $145 US - $1,125 US
QA Engineer - $125 US - $900 US
Technical Writer - $125 US - $900 US
</TABLE>
Such services shall be provided either in Meridians' offices in Israel
through its wholly owned subsidiary Intercare (Israel) LTD, or in the U.S. upon
the request of InterCare in the purchase order.
Any international traveling round trip by a Meridian employee when
providing professional services to InterCare will be considered (for the purpose
of services cost calculation) a full working day using the flat daily rate.
If a Meridian employee is required to stay in the U.S. while not working
during or over a weekend as a part of his task to provide professional services
to InterCare, then each such weekend shall be considered (for the purpose of
services cost calculation) a full working day using the flat daily rate. In
addition, all the accommodation and meals expenses generated to a Meridian
employee during such weekend shall be fully reimbursed.
2.InterCare commitment(s) to third party/ies for Meridian professional services
------------------------------------------------------------------------------
without Meridian written pre-approval
----------------------------------------
InterCare shall not, under any circumstances, commit any Meridian
professional services , either in writing or verbally, to any third party, prior
to a written pre-approval from Meridian. Any such commitment on the part of
InterCare shall be null and void, and Meridian shall have no obligation to
provide any such services.
In the event that InterCare shall make such commitment without written
pre-approval from Meridian, without derogating from the foregoing, Meridian may,
at its sole discretion decide to execute such services, if upon the discretion
of Meridian management a withdrawal from such commitment may generate a negative
impact on Meridian business. Meridian will charge and invoice InterCare the sum
it would have invoiced InterCare if InterCare would have provided a purchase
order to Meridian and have received Meridian written pre-approval for providing
these services.
3. Process of request and approval of InterCare purchase orders for Meridian
-------------------------------------------------------------------------
professional services
----------------------
It is mutually agreeable between the parties, that Meridian cannot
guarantee in advance to provide professional services to InterCare in the scope
or dates requested by InterCare. Meridian will make its best reasonable efforts
to incorporate any InterCare services purchase order request within the activity
plan of Meridian, subject to all other internal and external commitments of
Meridian.
Any request to Meridian for providing professional services from InterCare
will require at least 15 business days advance notice, specifying the type of
requested services, quantity of the requested services, location of the
requested services and dates in which the requested services shall be provided.
Meridian will make best effort to wave this wait period in the case of emergency
or explainable high priority.
After both parties have mutually agreed upon a specific Meridian
professional services purchase by InterCare, the purchase order shall be
approved and signed by an authorized persons of both parties prior to its
execution.
4. The Meridian Professional Services Purchase Order Template
----------------------------------------------------------------
Meridian will provide InterCare the Meridian Professional Services Purchase
Order template, which will be used by InterCare to submit services purchase
orders to Meridian. It is mutually agreeable by both parties, that this template
will be the only means upon which InterCare will submit such purchase orders to
Meridian.
The Meridian Professional Services Purchase Order template will specify,
among other details, the minimum of the following:
- General definition of the task required from Meridian to perform
- Requested dates in which the services will be performed and/or deadline
date to complete task
- Type of Meridian employee requested
- Cost calculation basis: Hourly rate or flat daily rate
- Requested quantity of services
- Cap (if applicable) on expenses reimbursement associated with providing
the services
5. Expenses reimbursement guidelines
-----------------------------------
In addition to hourly/flat daily rates, InterCare will reimburse Meridian
on all expenses associated with the professional services provided by Meridian
to InterCare according to the following:
Only actual expenses incurred by Meridian in association with providing the
professional services to InterCare will be invoiced to InterCare. InterCare will
have the right to request Meridian to provide photo copies of documentation of
any expense invoiced.
If Meridian is able to combine professional services to InterCare with
professional services provided by Meridian to its other partners / customers,
the travel expenses will be divided proportionally between all partners /
customers involved.
6. Expenses reimbursement categories and calculation
-----------------------------------------------------
The following guidelines for expenses reimbursement are mutually agreeable by
both parties:
<TABLE>
<CAPTION>
Expense Category Reimbursement Guidelines
<S> <C>
Air fair (international and domestic flights) Meridian employees will
travel on economy class,
unless such class is not
available. Meridian will
make best reasonable efforts
to obtain the best air fair
possible for traveling on
behalf of providing professional
services to InterCare. In any case,
when expected traveling costs exceed
$2,500 US per Meridian employee in
single purchase order, InterCare's
prior written approval of the additional
shall be required.
Lodging The lower of: (a) actual expenses and
(b) $200 US per day. If expected cost of
lodging exceeds $200 US per day, then
InterCare's prior written approval of such
additional cost shall be required.
Meals The lower of: (a) actual expenses and
(b) $75 US per day.
Car rental The lower of: (a) actual expenses
(b) $75 US per day.
Fuel Actual expenses
Out-of-pocket expenses Actual expenses
</TABLE>
As InterCare may obtain better rates from its providers for air fair,
accommodation and car rental, InterCare is entitled, upon its sole discretion,
to directly cover these expenses when a Meridian employee comes to the U.S. to
provide professional services for or on behalf of InterCare. These directly
covered expenses by InterCare shall not be reimbursed.
In addition to the reimbursed expenses accumulative sum, Meridian will
charge InterCare with additional 10% on top of the accumulative expenses sum for
management and administrative overhead.
7. Training services
------------------
Training services may be provided by Meridian in 3 optional locations:
- Meridian offices in U.S
- Meridian offices in Israel
- InterCare offices in the U.S.
- InterCare customer facilities in the U.S.
Meridian will be responsible to provide the participants in each training
session with all necessary materials required for a successful completion and
qualification in the training session. Such materials shall be provided by
Meridian per training session at no additional cost.
The structure of Meridian training services cost to InterCare shall be
associated with the location where these services are provided.
(a) Training InterCare employees and/or InterCare partners' employees
and/or customers' employees in Israel
(1) The cost of such training in Meridian facilities in Israel will be as
follows:
<TABLE>
<CAPTION>
<BTB> Total Number of Trainees (per training session) Cost Per Trainee Per Day
<S> <C>
1-4 $ 995
5-8 $ 895
9-15 $ 795
15 or more $ 695
</TABLE>
(2) In addition to the payment by InterCare to Meridian on behalf of the
trainees in each training session, InterCare will cover all expenses associated
with the participation of its employees or its customer employees in the
training, including but not limited to traveling, accommodation, food, car
rental, gas and any such additional expenses.
(b) Training InterCare employees and/or InterCare partners' employees
and/or InterCare customers' employees in InterCare offices in the U.S.
(1) The cost of training in InterCare facilities in the U.S. will be
according to the table set forth in Section 7(a)(1) above.
(2) In addition, InterCare will pay Meridian a fixed sum of $1,750 per
each Meridian trainer employee arriving to the U.S. to provide these training
services, covering the international round trip time. InterCare shall also cover
all associated expenses incurred by Meridian employees providing such training
services in the U.S (including over the weekend expenses), subject to the
standard expenses reimbursement terms and conditions defined in this Appendix.
(3) When Meridian provides training services to and/or on behalf of
InterCare in InterCare's facilities in the U.S., InterCare shall bear any and
all expenses associated with the facility, technical infrastructure, training
and hardware equipment, and any other expense associated with the execution of
the training session. InterCare shall be also responsible for all expenses
associated with the participation of any participant in the training, including
but not limited to traveling, accommodation, food, car rental, gas and any such
additional expenses.
(c) Training InterCare partner's employees and/or InterCare customer's
employees on the InterCare partner / customer facility
InterCare may request Meridian to provide professional training services to
its partners and/or customers on site. InterCare shall specify to Meridian how
many Meridian training employees shall be required per each training session
conducted on the customer site. InterCare shall pay Meridian $2,995 per day per
each Meridian training employee.
In addition, Sections 7 (b) (2) and (3) shall apply.
8. IntegrationMaster(TM) Interfaces Development Services / Cost
The MedMaster system integration architecture incorporates two system
integration toolsets: (a) Off-the-shelf interface engine, and (b)
IntegrationMaster. The IntegrationMaster products communicates with the
interface engine via the MedMaster Data Exchange Protocol. This protocol is
completely logical, and the specific Legacy messages in each site are
transparent to it.
This section, specifies the different message types (inbound & outbound)
available for purchase by customers as an integral part of the system
integration services provided by Meridian. Each of these interfaces, will be
developed or provided at the cost specified in the tables below:
<PAGE>
Inbound Message Interfaces (Legacy systems to MedMaster CDR)
<TABLE>
<CAPTION>
<BTB>
Message Interface Category Message Interface Message Interface
Category Type and Description Cost
<S> <C> <C>
Patient Demography Registration New patient $14,995
Update existing patient $12,495
Merge two patient files
into one consolidated file $14,995
ADT Outpatient admission $9,995
Outpatient discharge $9,995
Outpatient transfer to
Inpatient $9,995
Inpatient transfer to
Outpatient $9,995
Inpatient admission $9,995
Inpatient transfer $9,995
Inpatient transfer cancel $9,995
Inpatient discharge $9,995
Inpatient discharge cancel $9,995
Order Entry Lab order $9,995
Radiology order $9,995
Other tests order $9,995
Prescription order $9,995
Result Reporting Numeric lab result $9,995
Text lab result $7,495
Profile lab result $14,995
Microbiology lab result $14,995
Radiology result $7,495
Other test result $7,495
Transcription Result reporting $7,495
Medical history $7,495
Encounter summary $7,495
Billing / Charges Single item charges $9,995
Encounter charges summary $14,995
</TABLE>
Outbound Message Interfaces (From MedMaster(TM) products to Legacy systems)
<TABLE>
<CAPTION>
<BTB>
Message Interface Category Message Interface Message Interface
Category Type and Description Cost
<S> <C> <C>
Patient Demography Registration New patient $14,995
Update existing patient $12,495
Merge two patient files
into one consolidated file $14,995
Order Entry Lab order $9,995
Radiology order $9,995
Other tests order $9,995
Prescription order $9,995
Result Reporting Numeric lab result $9,995
Text lab result $7,495
Microbiology lab result $14,995
Radiology result $7,495
Other test result $7,495
Encounter Summary Outpatient encounter
summary $14,995
Inpatient encounter
summary $14,995
</TABLE>
Appendix D: Source-Code Escrow Agreement
Meridian agrees to execute an Escrow Agreement, in which the source code of its
MedMaster Products (as defined in this agreement), which were purchased by
InterCare partners and/or InterCare customers, will be placed with Fort Knox
Escrow agents, which will serve as the Escrow Agent for both parties.
InterCare will be granted access to the source code only under the following
conditions:
1. Meridian discontinues making available or performing Level 3 Maintenance
and Support Services for its Products, and does not restart making available or
performing such Level 3 Maintenance and Support services within thirty (30) days
after InterCare's written demand is received by Meridian.
2. Meridian substantially defaults in its performance of its MedMaster
products Level 3 Maintenance and Support Services commitments, as set forth in
the Agreement, and does not cure such substantial default within thirty (30)
days after InterCare's written demand is received by Meridian.
3. Meridian discontinues business operations generally, and no other third
party assumes its material commitments and obligations as set forth in this
Agreement, within thirty (30) days from the effective date Meridian discontinued
its business operations.
4. All or substantially all of Meridian assets or obligations under this
Agreement, have been transferred to a third party which has not assumed, within
thirty (30) days following such transfer, all of Meridian' obligations set forth
in this Agreement.
If InterCare is granted access to the source code subject to the terms and
conditions above, such access shall be solely for the purpose of enabling
InterCare to execute its maintenance and support obligations to business
partners or customers which have signed Annual Maintenance and Supports
contracts with InterCare and continuously pay their Annual Maintenance and
Support Fees. It its clarified and mutually agreeable by both parties, that
notwithstanding InterCare access to the source code, the full ownership and
intellectual property of all Products will continue to be fully owned by
Meridian and/or its successors.
A detailed Escrow Agent Agreement between Meridian, InterCare and Fort Knox,
which is based upon the terms and conditions in this Appendix, and the standard
Fort Knox Escrow Agreement will be signed once InterCare establishes an Escrow
account with Fort Knox. InterCare will bear all the costs of setting up the
initial Escrow Agent account with Fort Knox, and for its on-going maintenance
costs / expenses.
The Escrow Agreement between the parties shall automatically terminate upon the
later of the 2 (two) following events: (a) The Agreement between the parties is
terminated (b) InterCare has no more obligations to customers to provide any
Annual MedMaster Maintenance and Support services.
Terms not defined herein shall have the same meaning ascribed to them in the
Agreement.
Appendix E: Non-disclosure Agreement
-------------------------
Meridian Holdings, Inc., a company organized and existing under the laws of the
state of Colorado (the "Transferor") and InterCare.com, Inc. (Aka
"Intercare.com-dx, Inc."), a company organized and existing under the laws of
the State of California, U.S.A (the "Recipient") hereby agree as follows:
All technical, commercial and financial information, whether communicated orally
or in writing (including but not limited to, documentation, drawings, designs,
reports, surveys, questionnaires, correspondence, data, specifications, and/or
the like), furnished and/or computer software either in source code or object
code transferred by the Transferor to the Recipient in respect of Meridian
MedMaster and VMDB products (collectively the "Proprietary Data"), shall, save
as otherwise provided in section 5 below, be deemed to be proprietary to the
Transferor.
The Recipient agrees to retain the Proprietary Data in strict confidence and
shall exert the same effort and shall take the same steps to avoid disclosure of
the Proprietary Data as the Recipient employs with respect to its own
confidential and proprietary information.
Recipient shall not, directly or indirectly, communicate, publish, describe, or
divulge the Proprietary Data to others, except to the Recipient's employees on a
need to know basis to the extent necessary and, provided further, that each
authorized employee of the Recipient to whom any of the Proprietary Data is
communicated will be informed that same is confidential and will agree not to
disclose such Proprietary Data to others. The restriction set forth above shall
not apply in respect of the Proprietary Data, other documentation or information
which:
at the time of disclosure, is in the public domain;
after disclosure becomes a part of the public domain through no breach of
confidentiality obligations by the Recipient, any of its employees or third
party;
is required to be disclosed under applicable law, subject to the Recipient
giving prior notice to the Transferor.
Nothing contained in this agreement will be construed as creating an express or
implied license to the Recipient to practice the Proprietary Data or as a
commitment or an obligation on the part of the Transferor or the Recipient to
enter into any future agreement relating to the Proprietary Data.
Appendix H: Revenue Sharing
----------------
a) Revenue to Meridian from Sales of Products by InterCare to customers as
-------------------------------------------------------------------------
prime contractor
----------------
Meridian shall receive from InterCare: (a) XX% of the list price of
Products (as defined in Appendix A to this Agreement) as sold by InterCare to a
customer, or (b) XX% of a discounted list price of Products (as defined in
Appendix A to this Agreement) as sold by InterCare to a customer, if such
discounted price is mutually agreed upon on a case-by-case basis in advance and
in writing between Meridian and InterCare. The sum payable by InterCare to
Meridian, subject to the terms and conditions of this Section a), shall be the
Purchase Price of Products for all purposes.
b) Revenue to Meridian from Sales of Products by InterCare to InterCare VARs
-------------------------------------------------------------------------
Meridian shall receive from InterCare: (a) XX% of the list price of
Products (as defined in Appendix A to this Agreement) as sold by a InterCare VAR
to such InterCare VAR's Customer, or (b) XX% of a discounted list price of
Products (as defined in Appendix A to this Agreement) as sold by a VAR to such
VAR's customer, if such discounted price has been agreed upon in advance and in
writing between Meridian and InterCare. The sum payable by InterCare to
Meridian, subject to the terms and conditions of this Section b), shall be the
Purchase Price of Products for all purposes.
Any document furnished by the Transferor to the Recipient containing Proprietary
Data shall be promptly returned to the Transferor or destroyed upon the
Transferor's request upon termination of the MedMaster VAR Agreement. Recipient
may maintain one copy of the Proprietary Data for archival purposes only.
This agreement shall continue in full force and effect for a period of 2 (two)
years after termination of the MedMaster VAR Agreement.
Any and all notices and communications in connection with this agreement shall
be addressed to Meridian' CEO on the Transferor part and InterCare's CEO on the
Recipient part at the addresses set forth in the MedMaster VAR Agreement.
In the event of a breach or threatened breach by the Recipient of the provisions
of this agreement, Transferor shall be entitled to seek an injunction
restraining Recipient from the disclosure or unauthorized use, in whole or in
part, of any Proprietary data protected under the terms of this agreement.
Nothing herein shall be construed as prohibiting Transferor from pursuing any
other remedy available to it for such breach or threatened breach, including
recovery of damages.
This agreement contains the entire understanding between the parties with
respect to the matters contemplated herein and supersedes all previous written
and oral negotiation, commitments and understandings. This agreement cannot be
altered or otherwise amended except pursuant to an instrument in writing signed
by each of the parties hereto and making specific reference to this Agreement.
This agreement shall be governed by, and construed in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties have executed this agreement as of _____________
________________________________ _____________________________
Meridian Holdings, Inc. InterCare.com, Inc.
Appendix F: Purchase Procedures of MedMaster products
---------------------------------------------
1. InterCare will issue a Products Purchase Order to Meridian, stating the
type of each of the purchased products, its version, the quantity of each
purchased product, the accumulative price per purchased product, the total of
the Purchase order and the payment schedule for the products. The products and
prices in the Purchase order will reflect the definitions of revenue sharing
between the parties and the products list-price or actual customer purchase
price as outlined in the Agreement and its Appendix. InterCare's Purchase Order
will include a unique enumerator, which will be the basis for uniquely
identifying the Purchase Order by both parties.
2. Upon the receipt of a Products Purchase Order from InterCare, Meridian
will review it in light of the Agreement between the parties. If the Products
Purchase Orders is fully compliant with the Agreement's terms and conditions,
Meridian will send InterCare its approval of the Products Purchase Order. If
not, both parties will negotiate the Products Purchase Order until it is
mutually agreeable.
3. Upon approval of InterCare's Products Purchase Order by Meridian,
Meridian will send InterCare a signed Product Purchase Pro-forma, specifying
amongst other details the following:
- Date of delivery
- Media upon which products to be delivered
- Method of delivery
- Identification of ordered products (including version)
- Quantity of each product ordered
- Price of each product purchased for InterCare
- Total price of the products purchased
- Detailed description of payment schedule
4. Upon receipt of the Products Purchase Pro-forma, InterCare will sign and
approve it and send to Meridian by fax within 5 business days.
5. Following the receipts signed Products Purchase Pro-forma from InterCare,
Meridian will export to InterCare a master CD-ROM, which provides InterCare with
the ability to download the type and the number of ordered products in the
Products Purchase Pro-forma.
6. Meridian will invoice InterCare on behalf of the purchased products
subject to the payment schedule as defined in the mutually signed Products
Purchase Pro-forma.
Exhibit G
FORM OF PRESS RELEASE
FOR IMMEDIATE RELEASE: Thursday, June 29, 2000
CONTACT: Anthony C. Dike, Chairman/CEO Madeleine Franco
Meridian Holdings, Inc. Jordan Richard Assoc
213-627-8878 801-268-8610
www.meho.com [email protected]
Meridian Holdings, Inc. Completes Asset Purchase
LOS ANGELES, June 29 /PRNewswire/ -- Anthony C. Dike, Chairman and CEO of
Meridian
Holdings, Inc. (OTC Bulletin Board: MEHO - news), announced today that the
---- ----
company
has completed a purchased of all the assets of Sirius Computerized Technologies
Limited (Israel), consisting primarily of intellectual property and technology
related to that company's software used in healthcare management. The asset
purchase includes the highly innovative intellectual property commonly known as
MedMaster(TM) and the associated Virtual Multi-object-architecture Database
(VMDB), as well as all components, subsystems, source code and documentation.
Additional details were not disclosed.
The MedMaster health care management solutions are utilized by approximately
over 50 health care facilities throughout North America, and the majority of
hospitals in the State of Israel. Pursuant to this asset purchase, Meridian is
currently in negotiation concerning a national partnership with a major
multinational corporation in support of the comprehensive deployment of the
technology. The MedMaster(TM) product line provides an intuitive solution for
routine usage by care givers, and also provides the medical enterprise with
valuable sources of measurable medical information required for the complex
tasks of healthcare management.
"We are enthusiastic about this asset purchase, which is a valuable addition
to the Meridian portfolio, and we look forward to capturing many market
opportunities as a result," said Dike.
About Meridian Holdings, Inc.
Meridian Holdings, Inc. is an acquisition-oriented business enterprise focused
on building, operating and managing a portfolio of business-to-business
companies. Meridian seeks to acquire majority or controlling interests in
companies engaged in e-commerce, e-communication, and e-business services, which
will allow the holding company to actively participate in management, operations
and finances. Meridian's network of affiliated companies is designed to
encourage maximum leverage of information technology, operational excellence,
industry expertise and synergistic business opportunity. Meridian is committed
to building shareholder value by positioning affiliated companies as independent
business entities in which Meridian shareholders enjoy equity participation.
Visit Meridian's web site at www.meho.com
------------
NOTE: Statements in this news release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and any amendments thereto. Material that is forward-looking
may contain statements about expected future events and/or financial results
that are forward-looking in nature. Editors and investors are cautioned that
such forward-looking statements invoke risk and uncertainties that may cause the
company's results to differ from such forward-looking statements. These
include, but are not limited to, economic, competitive, governmental,
technological and other factors discussed in the statements and/or in the
company's filings with the Securities and Exchange Commission.
# # #
<PAGE>
