<PAGE>
EXHIBIT 10.2
SCHEDULE NO. 8700661-001
TO
MASTER HIRE PURCHASE AGREEMENT
DATED
16TH DECEMBER 1999
Owner's Address: Hirer's Name and Address:
IGE MEDICAL SERVICES LIMITED MOBILE P.E.T. LEASING LIMITED
Coolidge House 154 Harley Street
352 Buckingham Avenue London
Slough W1N 1HH
Berkshire SL1 4ER
(Attention: Fiona Rogers) (Attention: Paul Crowe)
THE PARTIES HERETO agree that the Owner shall hire and the Hirer shall take
on hire the Equipment described herein on the terms hereinafter and in the
above Master Hire Purchase Agreement ("the Agreement") contained.
Terms defined in the Agreement shall bear the same meanings in this Schedule.
In the event of a conflict between the provisions of this Schedule and those
of the Agreement, the provisions of this Schedule shall prevail with respect
to the Equipment described herein.
1. DEFINITIONS AND CERTAIN TERMS
The Equipment: The equipment described in Annex A hereto.
Location: 154 Harley Street, London, W1N 1HH
Owner's Bank: Barclays Bank plc, Account Number: 30803502, Sort Code:
20-00-00, quoting reference 8700661-001
Commencement Date: On acceptance of the equipment or 21st February 2000
which ever is the earliest.
Hire Period: 72 MONTHS
<TABLE>
<S> <C>
Cost of the Equipment (from Annex A) : L1,113,873.00
VAT at 17.50% (add) : L 194,927.78
Total Cost : L1,308,800.78
Initial Payment (deduct) : L 236,945.78
Balance of Total Cost (A) : L1,071,855.00
Total Estimated Finance Charges(B) : L 398,775.00
Total Estimated Amount payable (exclusive
of VAT and Option Price) : L1,512,648.00
Option Price (excluding VAT) : L 10.00
</TABLE>
Outstanding Balance of Total Cost: For any date the amount outstanding
of the Balance of Total Cost after deducting therefrom all amounts
referred to in Paragraph 3(b) below required to be paid prior to that date.
2. INITIAL PAYMENT
The Hirer shall on or before the date of this Schedule pay to the Owner
the Initial Payment.
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3. RENTAL
(a) The Balance of Total Cost and Finance Charges shall be paid by
instalments ("Base Rental") in ADVANCE on a MONTHLY basis as and
from the Commencement Date and thereafter throughout the Hire
Period with the first such payment being due on acceptance.
(b) Each Base Rental payment shall be L21,009.00
(c) The term "Rental" shall include Base Rental
4. PURCHASE OPTION
Provided that none of the events referred to in Clause 12.01 of the
Agreement has occurred and is subsisting, the Hirer may on giving not
less than 90 days' prior written notice (which notice shall be
irrevocable) purchase, on the last day of the Hire Period, all (but not
part) of the Equipment by paying the Owner on that day the sum of (i)
the Option Price set forth above, and (ii) all rentals and other amounts
due or in arrears in respect of the Equipment. On receipt of such sum,
title to such Equipment shall pass to the Hirer without further transfer
or document on an "as is, where is" basis without any condition,
representation, warranty or recourse of any kind whatsoever, express or
implied. If any further act or document is required to pass such title,
all costs, charges and expenses in connection therewith shall be borne
by the Hirer.
AS WITNESS whereof the parties hereto have hereunto set their hands this ____
day of _____________ 1999.
SIGNED for and on behalf of the Owner:
IGE MEDICAL SERVICES LIMITED
By:
-----------------------------------------
Title:
--------------------------------------
SIGNED for and on behalf of the Hirer:
MOBILE P.E.T. LEASING LIMITED
By:
-----------------------------------------
Title:
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<PAGE>
ANNEX A
TO
SCHEDULE 8700661-001
TO
MASTER HIRE PURCHASE AGREEMENT,
DATED 16TH DECEMBER 1999
DESCRIPTION OF EQUIPMENT
<TABLE>
<CAPTION>
Type and Number Serial/ Acceptance
Model of of Identification Date
Equipment Units Number
<S> <C> <C> <C>
GR PET SCANNER ONE QUOTATION JANUARY 2000
NO. 027370A
Total Cost L1,113,873.00
===========
</TABLE>
Initialled: The Owner_____________ Initialled: The Hirer_____________
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ANNEX B
TO
SCHEDULE NO. 8700661-001
TO
MASTER HIRE PURCHASE AGREEMENT,
DATED
16TH DECEMBER 1999
CERTIFICATE OF ACCEPTANCE
We hereby confirm and certify to you that:
(i) on___________________2000 we duly received and accepted the Equipment
and we acknowledge that it corresponds with the Equipment described in the
Schedule;
(ii) we duly examined and tested the Equipment and we are satisfied that
the Equipment complete, in good working order and condition, of
merchantable quality, fit for its purpose and in every way satisfactory and
is safe for use;
(iii) accordingly, for the purpose of the Agreement, the Equipment has been
delivered to and accepted by us from you.
SIGNED for and on behalf of the Hirer:
MOBILE P.E.T. LEASING LIMITED
BY:_____________________
TITLE:__________________
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EXHIBIT 1 TO THE HIRE PURCHASE AGREEMENT
This License is granted by IGE ("Licensor") to Hirer ("Licensee") pursuant to
a Master Hire Purchase Agreement dated 10th August 1999. Terms defined in the
Master Hire Purchase Agreement have the same meaning when used herein.
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This License is incorporated by reference in the Master Hire Purchase
Agreement (see Clause 7 thereof).
a) Whereas Licensee is a provider of health care and/or medical imaging
services which at the time of execution hereof, holds all such
regulatory premium as are required by law to use the Equipment referred
to below for the purpose of obtaining medical diagnostic images, and
b) Whereas Licensor places at the disposal of Licensee, either at or prior
to the time of execution of the License, [ ] (the Equipment),
and
c) Whereas either (i) the Equipment comes fitted with OPERATING SOFTWARE
and BASIC MAINTENANCE SOFTWARE, (together referred to as "LICENSED
SOFTWARE") or (ii) the LICENSED SOFTWARE is delivered to Licensee
subsequent to Acceptance of the Equipment, and
d) Whereas Licensee desires to be granted a license to use said software,
subject to the following terms and conditions.
It is hereby agreed as follows:
1 - IDENTIFICATION OF LICENSED SOFTWARE
Each package of LICENSED SOFTWARE, which includes operating software and
basic maintenance software will be affixed with a white label and/or the
following markings:
Operating software LOGICIEL D'UTILISATION
PROPERTY OF MANUFACTURER PROPRIETE DU FABRICANT
BASIC MAINTENANCE SOFTWARE LOGICIEL DE MAINTENANCE DE BASE
PROPERTY OF MANUFACTURER PROPRIETE DU FABRICANT
2 - OWNERSHIP
Title to the LICENSED SOFTWARE (as well as to the ADVANCED PACKAGE described
at paragraph 7 below) is not transferred to Licensee, but will remain with
Licensor. The Licensor will at all times be entitled, as soon as Licensee
ceases to hold any of the permits referred to in the first recall hereof, or
as soon as Licensee has failed to abide by any of its commitments hereunder,
to repossess all or any of the LICENSED SOFTWARE (and/or of the ADVANCED
PACKAGE described at paragraph 7 below), and any corresponding archival
copies.
3 - LICENSE
Licensor hereby grants to Licensee personally a limited, non-negotiable,
non-exclusive License to use the LICENSED SOFTWARE, (consisting of the
Operating Software and the Basic Maintenance Software) whereby Licensee will
be granted the following rights exclusive of any others:
- 3.1 The right to load and run the OPERATING SOFTWARE on the Equipment,
subject to the latter remaining on the Equipment site designated in the
Specific Terms of the Hire Purchase Agreement hereto ("the Site") and
being used solely for the purpose of obtaining medical diagnostic
images;
- 3.2 The right to produce an archival copy of the OPERATING SOFTWARE, such
right to be exercised solely through Licensee's own employees;
- 3.3 The right to load and run the BASIC MAINTENANCE SOFTWARE on the
Equipment, subject to the latter remaining on the Site and being used
solely for the purpose of maintaining the medical diagnostic equipment at
the Site, each right to be exercised solely through Licensee's own
employees;
- 3.4 The right to produce an archival copy of the BASIC MAINTENANCE
SOFTWARE, such right to be exercised solely through Licensee's own
employees;
- 3.5 Licensee is NOT granted any license with regard to any software other
than the LICENSED SOFTWARE (that is, the OPERATING SOFTWARE and the BASIC
MAINTENANCE SOFTWARE). Specifically, Licensee is not granted any license
or rights with regard to Advanced Service Software which Licensor might
bring to the Site to assist Licensor in servicing the Equipment.
4 - LIMITED LIENS CO-PROHIBITED ACTIVITIES
Except pursuant to the provision of article 3 above, Licensee will not perform
any of the following operations and will see to it that no third party is in
a position to perform any of the same.
- to duplicate, access, use in whole or in part, display, disassemble,
decompile, assign to a third party, any or all of the information built
into the OPERATING SOFTWARE or the BASIC MAINTENANCE SOFTWARE;
- to use an unauthorized copy of LICENSED SOFTWARE or to scrutinize or display
all or part of the code or of the information that make up the said SOFTWARE.
5 - CONFIDENTIALITY
Licensee acknowledges the confidentiality of the LICENSED SOFTWARE and will
take all such steps as will be necessary in order that access thereto be barred
to any person other than its own employees or those of Licensor.
6 - MODIFICATION
Licensee will make no change to the LICENSED SOFTWARE unless it has obtained
Licensor's written consent thereto.
7 - ADVANCED PACKAGE
[Licensor may store for its own use at Licensee's premises (hereafter the
"Location"), either at the time of delivery of a piece of Equipment or during
the life span thereof, a copy of the ADVANCED PACKAGE, corresponding to that
piece of Equipment. (Said ADVANCED PACKAGE consists of ADVANCED MAINTENANCE
SOFTWARE and ADVANCED MAINTENANCE MANUAL.)
Every package of ADVANCED MAINTENANCE SOFTWARE will be affixed with a yellow
label and/or the following marking:
Advanced maintenance software LOGICIEL DE MAINTENANCE AVANCEE
PROPERTY OF MANUFACTURER PROPRIETE DU FABRICANT
The ADVANCED MAINTENANCE MANUAL will bear the corresponding label. No license
is granted with regard to Advanced Package.]
8 - STORAGE OF MATERIALS NOT PURCHASED BY OR LICENSED TO LICENSEE
In connection with the installation and delivery of the Equipment, Licensor
personnel sometimes use (i) documentation and tools not hired by Licensor,
(ii) an Advanced Package not licensed to Licensee (described in paragraph 7)
and (iii) contain software, documentation and tools that may be provided to
Licensor by one or more of its vendors, which also have not been licensed to
Licensee. Some or all of such property might be in the Location from time to
time and some or all of which might be delivered to the Location with the
Equipment. For convenience, Licensor personnel might store from time to time
such property in the Site for varying periods. Licensee hereby consents to
the presence of a locked Licensor cabinet or box for such storage; to the use
of the Site for such storage without charge; and to Licensor's removal of any
or all of such property at anytime.
Licensee hereby agrees to use its best efforts to protect all of such property
from damage or loss and its best efforts to protect all of such property from
access or disclosure to or use by anyone other than Licensor personnel. The
presence of such property in the Location shall not give Licensee any right or
title to the same or any license to use the same, but to the contrary, any
access, disclosure or use of any of such property to or by Licensee, its
employees or any person other than Licensor personnel is strictly prohibited,
and Licensor agrees that it will use its best efforts to prevent any access,
disclosure or use contrary to such prohibition.
9 - TERM
This License will come into force upon the Acceptance Date. It will remain
in force for as long as Licensee holds the permits referred to in the first
recital above, as it uses the Equipment on the Site, and as it fulfills its
commitments hereunder. It will end upon termination of the hiring of Equipment
under the Master Hire Purchase Agreement howsoever arising.
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Licensor may terminate this license in the event of any breach by Licensee.
Upon termination or expiry hereof, License will return to Licensor, upon the
latter's first demand, the LICENSED SOFTWARE and corresponding archival
copies. Up until then, Licensee will continue to be bound by its commitments
hereunder notwithstanding the expiry of the License.
10 - CONSEQUENCES OF LICENSEE'S FAILURE TO COMPLY
Should Licensee fail to fulfill any of its commitments hereunder, Licensor
will be released from all and any of its commitments to Licensee. The
foregoing provision will not prejudice any other claims which Licensor may
have.
11 - COPYRIGHTS
The Buyer acknowledges that the LICENSED SOFTWARE as well as the ADVANCED
PACKAGE are protected under the copyright legislation of the countries where
they have been developed, as well as under international copyright
conventions.
