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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
( X ) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to _________________
Commission file number 0-15179
NEUROTECH DEVELOPMENT CORPORATION
(Formerly Neurotech Corporation)
(Name if small business issuer in its charter)
DELAWARE 06-1100063
- -------------------- -------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
45 ORCHARD STREET, MANHASSET, NEW YORK, 11030
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 869-9663
--------------
Securities registered under Section 12(b) of the Exchange Act: NONE
----
Securities registered under Section
12(g) of the Exchange Act: Common Stock, par value $0.01
-----------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes ( ) No ( x )
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )
Issuer's revenues for its fiscal year ended June 30, 1999 were $1,145,155
(from discontinued operations).
The aggregate market value of the voting stock held by non-affiliates
approximated $21,739,834, computed by reference to the average of the bid and
asked prices for such stock on January 28, 2000. In calculating this amount,
the Company has assumed that it is able to determine affiliate holdings from the
list of stockholders generated by its transfer agent, American Stock Transfer &
Trust Company.
35,803,672 shares of issuer's common stock were outstanding at January 28,
2000.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Organization
Neurotech Development Corporation ("Neurotech" or the "Company") was
incorporated in Delaware on September 13, 1983 as Bellevue Medical Corporation.
On October 9, 1984, the Company changed its name to Neurotech Corporation and on
July 1, 1998, to Neurotech Development Corporation. The Company has had to renew
its charter with the Delaware Secretary of State three times, February 25, 1985,
February 28, 1991 and February 28, 1998, for failure to pay franchise taxes.
Neurotech has three wholly-owned subsidiaries: Neuroscientific Corporation,
a dormant Delaware corporation; Global Health Enterprises, Inc. ("Global") a
Delaware corporation that has discontinued operations; and Doctors4Doctors,
Inc., a newly formed Delaware corporation. The accompanying consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiaries Neuroscientific Corporation and Global Health Enterprises, Inc.
Global's wholly-owned subsidiary, Health Systems Home Care, was sold effective
July 1, 1998. The remaining operations of Global were discontinued on October
17, 1998.
Historical Nature of Operations
Prior to 1996, the Company was engaged in the assembly, marketing and sale
of proprietary non-invasive medical research instruments and custom delay lines,
and the distribution of non-ozone depleting refrigerant products. These
businesses were discontinued in 1996. Effective June 1, 1996, the Company,
through its newly acquired subsidiary, Global, acquired the real property and
operating assets and liabilities of Mary E. Dickerson Memorial Hospital, a 49
bed acute care hospital in Jasper, Texas. Bank of America retained a mortgage on
the hospital to secure indebtedness of approximately $1.7 million. The hospital
was doing business as Lakes Regional Medical Center. Global defaulted on its
obligations to Bank of America in 1997. On October 17, 1998, the hospital was
closed and all operations were discontinued. Bank of America foreclosed and
recovered title to the hospital. The operations of all previous businesses of
the Company are reported as discontinued operations for all years presented in
the attached financial statements.
Current Operations
The Neurotech Healthcare System
The Company has spent the last 4 years in the design and development of a
rapid deployment healthcare system for the third world. The system which has
been developed consists of a series of linked institutions, consisting of
modular hospitals and tertiary hospitals. The deployment times and costs of
these hospitals are lower than conventional construction. The Company plans to
deploy prefabricated building systems purchased in the United States. The
Company has developed hospital management, patient management, and operational
techniques which allow the hospitals to operate and treat the maximum number of
patients. Additionally, the Company has a proprietary plan for medical education
for doctors and staff at these facilities, as well as an ongoing program for
continuing education.
Neurotech has letters of understanding with Indonesian and Chinese
companies or authorities to implement its health care system and provide modular
hospitals. These letters of understanding are generally contingent upon a
complete feasibility study and financing. In Indonesia, the Company has executed
such a letter of understanding with Techni-Lube Singapore for three (3) tertiary
hospitals in Jakarta and one (1) in Bandung. In China, Neurotech has letters of
understanding with Shantou Hongyan Economic Industry & Trade Co., Ltd., the Xian
Municipal Government, the Hangzhou Jiang Province Ming Economic and Trade Co.,
Ltd. and the People's Government of Jiading, Shanghai for a total of eight (8)
hospitals, including five (5) modular, one (1) tertiary, one (1) acute care and
one (1) geriatric.
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Although the Company has identified various suppliers for implementation of
its rapid deployment health care system, presently, it has no formal,
contractual arrangements for supply of materials or training of medical staff.
The Company is currently negotiating some of these arrangements. Management
believes that the Company will be able to meet its present supply commitments.
The Company plans to begin construction of its first modular hospital in
Indonesia in March of 2000. Such matters as geological analysis for the sites in
Indonesia have been contracted by Neurotech's customer and are expected to be
completed in January. The Company has a medical and engineering team scheduled
to begin work in Indonesia, February, 2000. The first hospital will be a
prototype and is expected to be the only hospital constructed during the first 5
months of the year. The Company then intends to build the additional hospitals
on the contracts over the next 2 years.
The Company expects to begin construction of its first modular hospitals in
China beginning in June, 2000. These China contracts cover turnkey modular
hospitals, tertiary hospitals, geriatric based modular hospitals, skilled
nursing facilities and senior housing. The Company anticipates that it will be
paid in advance for each phase of the contract, and will not have to raise any
additional funds to support this venture.
The Company's rapid deployment healthcare system may be affected by United
States and foreign government regulation, particularly export-import controls.
The Company will be subject to political, economic, environmental and other
risks associated with doing business in developing countries.
Other Activities
The Company has entered into a series of letter agreements to acquire up to
60% of the common stock of American International Medical Resources, Inc.
("AIM") for cash of $4,100,000 and notes of $3,900,000. AIM will, in turn
acquire 100% of Residential Health Care, Inc. ("RHC"). To, date, the Company has
invested $1,320,000 and received shares representing 12.5% of AIM's outstanding
common stock. AIM and RHC have a physician referral service. The Company intends
to expand the physician referral service via the internet through its newly
formed subsidiary Doctors4Doctors, Inc.
The Company employs three (3) executives and one (1) clerical person, but
has no other employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company presently leases office space at 45 Orchard Street, Manhasset,
New York from a corporation controlled by current and former members of the
Board of Directors. The Company occupies approximately 2,000 square feet and
pays a monthly rent of $2,000.
ITEM 3. LEGAL PROCEEDINGS
In two separate lawsuits recently consolidated as DVI Business Credit Corp.
and DVI Financial Services, Inc. vs. Global Health Enterprises, Inc. trading as
Lakes Regional Medical Center, et al, filed in the District Court of Bexar
County, Texas, 224/th/ Judicial District, in January and March of 1999, DVI
Business Credit Corp., and DVI Financial Services, Inc. (referred to generally
as "DVI") have alleged breaches of guarantee agreements relating to two
promissory notes made by Global and guaranteed by the Company. DVI Business
Credit Corp. has also filed a motion for partial summary judgment on its claim
relating to its loan against the accounts receivable of Global. The Court found
that the promissory note is valid and enforceable. However, the amount owed is
still in dispute. The Company contends that the collateral assumed by DVI was
sufficient to satisfy the Company's obligation. However, should the Company be
completely unsuccessful, the ultimate exposure could range up to approximately
$516,760 plus attorney's fees. At this point, it is uncertain as to the ultimate
resolution of this matter and it is uncertain as to the amount, if any, that
will finally be recovered by the Plaintiffs. The Company believes that it has
adequately provided for its future obligations and that the ultimate resolution
of this matter will not have a material effect on its financial position.
3
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In addition, on May 11, 1999, the Securities and Exchange Commission
("SEC") issued an Order Instituting Cease-and-Desist Proceedings against the
Company, one of its officers, Larry Artz, and a financial consultant. In the
notice, the SEC alleges that the Company's officer and the financial consultant
conducted a fraudulent internet offering. The matter is set for an
administrative hearing to determine whether a cease-and-desist order should be
issued. The Company and its officers intend to vigorously contest all issues and
expect that both will be absolved in the matter.
In 1997, the Company was formally advised by the SEC that it was deficient
in filing reports under the Securities Exchange Act of 1934. The Staff advised
that it was considering recommending to the Commission that it institute
enforcement actions, which could include civil penalties, against the Company
for violations of Section 13 (a) of the Exchange Act of 1934. Although the
Company completed the filings that were the subject of the 1997 advisory,
Neurotech is again delinquent in its 1934 Act filings. The Company expects to
become current in its filings in the near future.
National Linen Service has a default judgement against the Company's
subsidiary, Global Health Enterprises, Inc. in the amount of approximately
$18,000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal
years 1997, 1998 or 1999. A majority of the Company's stockholders executed a
written consent on December 10, 1999, increasing the Company's authorized
capital from 40,000,000 shares to 100,000,000 shares. The Articles of Amendment
were filed on December 14, 1999. The Company has not held regular annual
stockholders meetings since its inception.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since March 7, 1991, the Company's common stock has been quoted on the
National Association of Securities Dealers Over-the-Counter Bulletin Board.
The following information furnished by the National Quotation Bureau, for
each quarter during the Company's fiscal years ended June 30, 1997, 1998 and
1999 reports the high and low bid quotations. Quotations reflect inter-dealer
prices, without retail mark-up, mark-down, or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
High Low High Low High Low High Low
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fiscal 1997 $.15 $.07 $.19 $.0625 $ .12 $.07 $ .23 $.125
Fiscal 1998 $.25 $.17 $.33 $ .09 $.275 $.11 $ .14 $ .06
Fiscal 1999 $.36 $.10 $.30 $ .125 $.825 $.12 $1.75 $ .53
</TABLE>
On January 28, 2000, the bid price for the Company's Common Shares was
$0.80.
(b) As of January 28, 2000, there were 715 holders of record of common
stock of the Company.
(c) The Company has not paid any cash dividends since its inception. For
the foreseeable future, it is anticipated that any earnings which may be
generated from operations of the Company will be retained for use in the
Company's business, and that cash dividends will not be paid to stockholders.
4
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained herein are not based on historical facts,
but are forward-looking statements that are based upon numerous assumptions
about future conditions that could prove not to be accurate. Actual events,
transactions and results may materially differ from the anticipated events,
transactions or results described in such statements. The company's ability to
consummate such transactions and achieve such events or results is subject to
certain risks and uncertainties. Such risks and uncertainties include, but are
not limited to, the existence of demand for and acceptance of the Company's
products and services, regulatory approvals and developments, economic
conditions, the impact of competition and pricing results of financing efforts
and other factors affecting the Company's business that are beyond the Company's
control. The Company undertakes no obligation and does not intend to update,
revise or otherwise publicly release the result of any revision to these
forward-looking statements that may be made to reflect future events or
circumstances.
Result of Operations
Years Ended June 30, 1999, 1998 and 1997
The Company had revenues from discontinued operations for the years
ended June 30, 1999, 1998 and 1997 in the amounts of $1,145,155, $5,753,436 and
$6,907,025, respectively.
General and administrative expenses related to discontinued operations
for year ended June 30, 1999 were $1,748,850, $6,552,178 for the corresponding
year end in 1998 and $7,010,694 for the corresponding year end in 1997. General
and administrative expenses during those years consisted of fees and related
expenses associated with operating the Lakes Regional Medical Center. The
Company realized net losses of $603,695 for the fiscal year 1999, $798,742 for
the corresponding period in 1998 and $103,669 for the corresponding year ended
June 30, 1997.
The Company had losses from continuing operations for the years ended
June 30, 1999, 1998, and 1997 of $1,026,097, $676,430, and $395,682,
respectively. The losses resulted primarily from expenses incurred in the design
and development of a rapid deployment healthcare system.
The resulting net losses from continuing and discontinued operations for
the years ended June 30, 1999, 1998, and 1997 were $1,566,702, $1,475,172, and
$495,351, respectively.
Liquidity and Capital Resources
In June, 1999, the Company had $335 in cash. The Company has incurred
significant losses since inception resulting in a shareholders' deficit and
working capital deficit at June 30, 1999 of $2,289,742. Effective October 17,
1998, the Company has discontinued all of its previous operations. The Company's
subsidiary, Global, has defaulted on its obligations and Global's secured
creditors have taken substantially all of Global's assets. In addition, one
secured creditor has filed a motion for partial summary judgment against the
Company and Global. (See Legal Proceedings). The Company is exploring new
business ventures and sources of financing. Management has indicated that the
Company has continued to incur operating losses for periods subsequent to June
30, 1999. These factors raise substantial doubt about the Company's ability to
continue as a going concern.
In view of these matters, the continued existence of the Company is
dependent upon its ability to meet its financing requirements and, ultimately,
the success of its planned future operations. Management believes that actions
presently being taken to acquire an operating business and to develop a new line
of business constructing prefabricated hospitals in third wold countries provide
the Company the opportunity to continue as a going concern. Management has term
sheets with potential accredited investor groups to provide financing for future
acquisitions and business development, but no assurances can be made that the
Company will have enough capital to continue operations.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of this report
beginning with the Index to Financial Statements on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has not had regular audits since its inception. Weaver and
Tidwell, LLP audited the attached financial statements and opined on the balance
sheet for the Company's fiscal year
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ended June 30, 1999. They also audited prior financial statements submitted to
the Securities and Exchange Commission.
ITEM 9. DIRECTORS AND OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (A) OF THE EXCHANGE ACT
Name Position
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Bernard Artz Chairman, Chief Financial Officer
Lawrence Artz Vice-President, Director
Jack Fishman (1) Chief Accounting Officer, Director
Joseph M. Cerra Director
Steven A. Massey (2) Director
(1) Mr. Fishman resigned his position as director and Chief Accounting
Officer as of July 7, 1999, due to health reasons.
(2) Mr. Massey resigned his position as director as of February 22, 1999.
Bernard Artz, age 75, has been the chairman and a director of the
Company since 1994. From 1993 to 1996, he was a vice president and director of
Travel Safety Corp. From 1994 to the present, he has been a director and co-
chairman of Lundell Technologies, Inc., a public company.
Lawrence Artz, age 48, has been an officer and director of the Company
since 1994. From 1994 to the present, Mr. Artz has been a director and vice
president of Lundell Technologies, Inc., a public company. From 1993 to the
present, Mr. Artz has been managing director of Safety & Technology Group, Ltd.
of Hong Kong, a manufacturer of non-ozone depleting refrigerants and children's'
safety products. From 1993 to the present, Mr. Artz has been a director of
Global Investment Fund, Ltd. From 1991 to 1993, Mr. Artz has been a managing
director of Starcomm, Ltd., a manufacturer of children's' safety products. From
1987 to 1991, Mr. Artz was a managing director of Asia Industries Group Ltd.
From 1981 to 1985 he was director of marketing for Conair Corporation.
Joseph M. Cerra, age 47, has been a director of the Company since 1994.
From 1994 to the present, Mr. Cerra has been secretary of Lundell Technologies,
Inc. From 1991 to the present, he has been a manager of user services for
Consolidated Edison of New York. From 1976 to 1991, he held various managerial
and administrative positions with Consolidated Edison.
Jack Fishman, age 70, was a director and an officer of the Company from
1994 to 1999. He is a Certified Public Accountant and has maintained an
independent accounting practice for more than 20 years. He resigned his position
as director of Neurotech on July 7, 1999, due to health reasons.
Steven A. Massey, age 43, was a director of the Company from 1994 until
February, 1999. He resigned as a director of Neurotech on February 22, 1999, but
still consults with the Company. Mr. Massey is currently director and president
of Lundell Technologies, Inc.
Compliance with Section 16(a) of the Exchange Act
Management believes that all relevant parties have failed to file any
reports under Section 16(a) of the Exchange Act since at least 1997. It is
difficult for the Company to reconstruct what filings should have been made
6
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
the compensation paid or accrued for each of the Company's last three completed
fiscal years to the Chief Executive Officer and each of its other executive
officers that received compensation in excess of $100,000 during such periods.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual compensation Long term compensation
Awards Payouts
Securities
underlying
Restricted stock options/SARs Other
Name and principal position Year Salary Bonus Total award(s) (#) Compensation
($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard Artz , Chairman
1997 $-0- -0- -0- $150,000(1) 750,000(4) -0-
1998 $-0- -0- -0- 150,000(2) -0- -0-
1999 $-0- -0- -0- 150,000(3) 750,000(5) -0-
Lawrence Artz , Vice President
1997 $-0- -0- -0- $150,000(1) 750,000(4) -0-
1998 $-0- -0- -0- $150,000(2) -0- -0-
1999 $-0- -0- -0- $150,000(3) 750,000(5) -0-
Steven Massey, Director
1997 $-0- -0- -0- $150,000(1) 750,000(4) -0-
1998 $-0- -0- -0- $150,000(2) -0- -0-
1999 $-0- -0- -0- $150,000(3) 750,000(5) -0-
</TABLE>
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(1) The Company awarded restricted stock in the amount of 833,333 shares of
Common Stock as compensation for 1997 to each named executive officer. The
value of this award is calculated on the basis of the January 6, 1998 issue
date closing price of $0.18.
(2) The Company awarded restricted stock in the amount of 750,000 shares of
Common Stock as compensation for 1998 to each named executive officer. The
value of this award is calculated on the basis of the January 5, 1999 issue
date closing price of $0.20.
(3) The Company awarded restricted stock in the amount of 267,857 shares of
Common Stock as compensation for 1999 to each named executive officer. The
value of this award is calculated on the basis of the January 4, 2000 issue
date closing price of $0.56.
(4) On December 5, 1997 each named executive officer was granted an option to
purchase 750,000 shares of Common Stock for five (5) years at an exercise
price of $0.20. The closing price for Neurotech Common Stock on the date of
grant was $0.15.
(5) On January 5, 1999, each named executive officer was granted an option to
purchase 750,000 shares of Common Stock at an exercise price of $0.20 for
five (5) years. The closing price for Neurotech Common Stock on the date of
grant was $0.20.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 28, 2000, the name and
the number of shares of the Company's Common Stock, $.01 par value, held of
record or beneficially by each director, each named executive officer and all
officers and directors as a group. Other than officers and directors, the
Company knows of no other stockholder who holds of record or beneficially more
than 5% of the issued and outstanding Common Stock. Approximately 51% of the
Company's outstanding Common Stock is held in street name by Cede & Company.
<TABLE>
<CAPTION>
Name No. of Shares of Common (2)
and Address(1) Stock Beneficially Owned Percent of Class
- -------------- ------------------------ ----------------
<S> <C> <C>
Officers, Directors and Nominees:
Bernard Artz 5,502,315 (3) 14.75
Steven A. Massey 3,501,190 (3) 9.39
Lawrence M. Artz 4,583,658 (3) 12.29
Joseph M. Cerra 225,000 0.063
Jack Fishman 40,000 0.001
</TABLE>
7
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<TABLE>
<S> <C> <C>
Directors and Officers as 13,852,163 34.37
as a Group (5 persons)
</TABLE>
____________________
(1) The address for each of the named officers is 45 Orchard St.,
Manhassett, New York 11030.
(2) Based upon 35,803,672 shares outstanding as of January 28, 2000, plus for
each calculation the number of shares of Common Stock that such person or group
can acquire within 60 days by exercise of options, warrants or similar rights .
(3) Includes options for 1,500,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its present office space from Lundell Technologies,
Inc. Bernard Artz, Lawrence Artz and Steve Massey, collectively, hold
approximately thirty-two percent (32%) of the outstanding stock of Lundell
Technologies, Inc. Management believes that this lease is commercially
reasonable. From time to time, members of the Board or stockholders have
advanced money to the Company to cover expenses. Neurotech has agreed to repay
these advances in stock in the amount of the loan plus twenty percent (20%).
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits
Exhibit Number Title Page
<S> <C> <C>
3.1 Certificate of Incorporation, as Amended
3.2 By-Laws
4.0 SpecimenCertificate of Common Stock *
4.1 Company's Stock Option Plan *
10.3 Consent and Assumption Agreement **
10.4 Secured Renewal and Extension Promissory Note **
10.5 Modification Renewal and Extension Agreement **
10.6 Covenant Not to Sue **
10.7 Credit Agreement **
10.8 $1,500,000.00 Promissory Note **
10.9 $185,000 Promissory Note **
10.10 Deed of Trust, Security Agreement and Financing **
Statement
10.11 Assignment of Rents and Leases **
10.12 Commercial Security Agreement **
10.13 Assignment of Deposit Accounts and Security Agreement **
10.14 Guaranty Agreement **
10.15 Indemnity Agreement **
10.16 Corporate Certificate **
10.17 Asset Purchase Agreement **
10.18 Special Warranty Deed with Assumption **
10.19 Bill of Sale and Assignment - Jasper Associates **
10.20 Assignment of and Assumption of Lease **
10.21 Bill of Sale and Assignment -
Mary E. Dickerson Hospital Group, Ltd. **
10.22 Loan and Security Agreement **
10.23 Lease Agreement between Lundell Technologies, Inc. as
landlord and the Company, dated February 1, 1999
10.24 Turnkey Hospital Purchase Contract between the Company
and Techni-Lube Singapore PTE, Ltd., dated
March 2, 1999
10.25 Turnkey Hospital Purchase Contract between the Company
and Techni-Lube Singapore PTE, Ltd., dated
March 2, 1999
10.26 Turnkey Hospital Purchase Agreement between the Company
and The Chaoshan Hospital, Hongyuan Economic
</TABLE>
8
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<TABLE>
<S> <C>
Industry Trade Co. Ltd.
10.27 Turnkey Hospital Purchase Agreement between the Company
and the Xian Municipal Government dated
November 19, 1999
10.28 Turnkey Hospital Purchase Agreement between the Company
and the Zhen Jiang Province Riyueming Economic
and Trade Co. Ltd., dated October 24, 1999
10.29 Turnkey Hospital Purchase Agreement between the Company
and The People's Government of Jiading Shanghai,
dated November 4, 1999
10.30 Turnkey Hospital Purchase Contract between the Company
and The People's Government of Jiading Shanghai,
dated November 4, 1999
10.31 Letter Agreements dated May 20, 1999 and July 30, 1999
relating to the Stock Purchase between the
Company and American International Medical
Resources, Inc.
21 Subsidiaries of the Registrant
27 Financial Data Schedule
</TABLE>
______________
* Previously filed with the Company's Registration Statement on Form S-18,
filed with the Commission on December 18, 1985.
** Previously filed with Form 8-K of May 31, 1997.
(b) Reports on Form 8-K
The Company has not filed its 1934 Act reports since June of 1997. It
has not filed any reports on Form 8-K since May 31, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 31st day of January, 2000.
NEUROTECH DEVELOPMENT CORPORATION
By: /s/ Bernard Artz
-----------------------------------------------
Bernard Artz, Chairman, Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ Bernard Artz
- ---------------------------------------- January 31, 2000
Bernard Artz, Chairman, Chief Financial Officer -------------------
Date
/s/ Lawrence M. Artz
- ---------------------------------------- January 31, 2000
Lawrence M. Artz, Director, President -------------------
Date
/s/ Joseph M. Cerra
- ---------------------------------------- January 31, 2000
Joseph M. Cerra, Director -------------------
Date
9
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C O N T E N T S
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITOR'S REPORT........................................... F-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets.......................................... F-4
Consolidated Statements of Operations................................ F-5
Consolidated Statements of Changes
In Stockholders' Equity (Deficit)................................. F-6
Consolidated Statements of Cash Flows................................ F-7
Notes to Consolidated Financial Statements........................... F-9
</TABLE>
F-1
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INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Neurotech Development Corporation
(formerly Neurotech Corporation)
Manhasset, New York
We have audited the accompanying consolidated balance sheets of Neurotech
Development Corporation (formerly Neurotech Corporation) and Subsidiaries (the
Company) as of June 30, 1999, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
Except as discussed in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
We were engaged as auditors subsequent to the year ended June 30, 1999.
Therefore, we were unable to observe the physical inventory taken at June 30,
1998 and 1997, or the amount of inventory assumed by secured creditors in 1999,
since those events occurred prior to our engagement as auditors. The Company's
records do not permit adequate retroactive tests of inventory quantities. Also,
the Company sold a wholly-owned subsidiary effective July 1, 1998, and
supporting documents for all transactions of that subsidiary were transferred to
the new owner. Therefore, sufficient, adequate documentation to support the
1998 and 1997 balance sheet amounts and the 1999, 1998 and 1997 statements of
operations and cash flows amounts related to that subsidiary were not available
for our inspection. Accordingly, the scope of our work was not sufficient to
enable us to express, and we do not express, an opinion on the consolidated
balance sheets as of June 30, 1998 and 1997, or on the consolidated statements
of operations and cash flows for each of the years in the three year period
ended June 30, 1999.
F-2
<PAGE>
To the Board of Directors
Neurotech Development Corporation
In our opinion, the consolidated balance sheet as of June 30, 1999, presents
fairly, in all material respects, the financial position of Neurotech
Development Corporation and Subsidiaries at June 30, 1999, in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has experienced recurring operating losses since inception and
liabilities exceeded assets by $2,289,742 at June 30, 1999. These issues raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties. In addition, as discussed in
Note 6, the Company is the defendant in a lawsuit alleging breeches of guarantee
agreements relating to two promissory notes. The ultimate outcome of the
lawsuit cannot presently be determined, but management is of the opinion that it
will not have a material impact on the Company's financial position.
Accordingly, no provision for any additional liability that may result has been
made in the consolidated balance sheet at June 30, 1999. Nevertheless, due to
uncertainties with the lawsuit, it is at least reasonably possible that
management's view of the outcome will change in the near future.
/s/ Weaver and Tidwell, L.L.P
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
January 26, 2000
3358
F-3
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
---------------------------------------
1999 1998 1997
ASSETS ----------- ----------- ----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 335 $ 38,825 $ 161,109
Account receivable - related parties 20,299 - -
----------- ----------- ----------
Total current assets 20,634 38,825 161,109
----------- ----------- ----------
TOTAL ASSETS $ 20,634 $ 38,825 $ 161,109
=========== =========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Convertible debenture $ 100,000 $ - $ -
Accounts payable and accrued expenses 710,200 1,101,578 523,478
Accounts payable - related parties 140,981 141,152 140,423
Net liabilites of discontinued operations 1,359,195 853,517 173,558
----------- ----------- -----------
Total current liabilities 2,310,376 2,096,247 837,459
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; par value $0.01 per share;
authorized 40,000,000 shares;
issued 33,917,244; 25,677,748; and
24,155,748 shares, respectively 339,173 256,778 241,558
Additional paid-in capital 5,467,123 4,215,136 4,136,256
Retained earnings (deficit) (7,946,038) (6,379,336) (4,904,164)
----------- ----------- -----------
(2,139,742) (1,907,422) (526,350)
Less 100,000 shares of Treasury stock, at cost (150,000) (150,000) (150,000)
----------- ----------- -----------
Total stockholders' equity (deficit) (2,289,742) (2,057,422) (676,350)
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 20,634 $ 38,825 $ 161,109
=========== =========== ===========
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these staements.
F-4
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended June 30,
-------------------------------------------
1999 1998 1997
------------ ------------ -----------
<S> <C> <C> <C>
Revenue $ - $ - $ -
Costs and Expenses
Administrative (819,607) (567,284) (266,736)
Contract services (193,185) (78,575) (128,946)
Interest (13,305) (30,571) -
----------- ----------- -----------
Loss from continuing operations (1,026,097) (676,430) (395,682)
Income tax benefit
- - -
----------- ----------- -----------
(1,026,097) (676,430) (395,682)
Discontinued Operations
Loss from operations (603,965) (798,742) (103,669)
Gain on disposal 63,360 - -
----------- ----------- ----------
Loss from discontinued operations (540,605) (798,742) $ (103,669)
----------- ----------- -----------
Net loss $(1,566,702) $(1,475,172) $ (499,351)
=========== =========== ===========
Basic loss per share
Continuing operations $ (0.03) $ (0.03) $ (0.02)
Discontinued operations (0.02) (0.03) (0.00)
----------- ----------- -----------
Net loss per share $ (0.05) $ (0.06) $ (0.02)
=========== =========== ===========
Weighted average number of
common shares outstanding 30,257,919 24,348,740 24,155,748
=========== =========== ===========
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-5
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained Treasury
Stock Capital (Deficit) Stock Total
---------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Balance,
June 30, 1996 $ 241,558 $ 4,136,256 $ (4,404,813) $ (150,000) $ (176,999)
Net loss - - (499,351) - (499,351)
----------- ------------ ------------- ------------ ------------
Balance,
June 30, 1997 241,558 4,136,256 (4,904,164) (150,000) (676,350)
Stock options
granted - 18,000 - - 18,000
Common stock
issued for cash 15,000 60,000 - - 75,000
Common stock
issued for services 220 880 - - 1,100
Net loss - - (1,475,172) - (1,475,172)
----------- ------------ ------------- ------------ ------------
Balance,
June 30, 1998 256,778 4,215,136 (6,379,336) (150,000) (2,057,422)
Common stock
issued for cash 22,458 245,224 267,682
Common stock
issued for services 59,937 1,006,763 - - 1,066,700
Net loss - - (1,566,702) - (1,566,702)
----------- ------------ ------------- ------------ ------------
Balance,
June 30, 1999 $ 339,173 $ 5,467,123 $ (7,946,038) $ (150,000) $ (2,289,742)
=========== ============ ============= ============ ============
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-6
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended June 30,
----------------------------------------------------
1999 1998 1997
-------------- -------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,566,702) $ (1,475,172) $ (499,351)
Adjustments to reconcile net loss to
net cash used in operating activities
Gain on disposal (63,360) - -
Depreciation and amortization 64,386 154,127 177,972
Stock issued for services 1,066,700 1,100 -
Stock options granted for services - 18,000 -
Changes in assets and liabilities
Accounts receivable - related party (20,299) - -
Accounts payable and accrued expenses (391,378) 578,100 324,028
Accounts payable - related party (171) 729 59,712
Net liabilities of discontinued operations 504,652 525,832 (178,591)
------------ ------------- -------------
Net cash used in operating activities (406,172) (197,284) (116,230)
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------- -------------
Net cash used in investing activities - - -
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-7
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------------------------------
1999 1998 1997
-------------- ------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debenture 100,000 - -
Sale of common stock 267,682 75,000 -
-------------- ------------- --------------
Net cash provided
by financing activities 367,682 75,000 -
-------------- ------------- --------------
Net decrease in cash (38,490) (122,284) (116,230)
CASH, BEGINNING 38,825 161,109 277,339
-------------- ------------- --------------
CASH, ENDING $ 335 $ 38,825 $ 161,109
============== ============= ==============
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Cash paid for
Interest $ 66,728 $ 177,390 $ 275,211
============== ============= ==============
Taxes $ - $ - $ -
============== ============= ==============
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Stock options issued for services $ - $ 18,000 $ -
=============== ============= ==============
Common stock issued for services $ 1,066,700 $ 1,100 $ -
=============== ============= ==============
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-8
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
Organization
Neurotech Development Corporation (the Company) was incorporated in
Delaware on September 13, 1983 as Bellevue Medical Corporation. On
October 9, 1984, the Company changed its name to Neurotech Corporation and
on July 1, 1998, to Neurotech Development Corporation.
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries Neuroscientific Corporation
(dormant) and Global Health Enterprises, Inc. (Global). Global's wholly-
owned subsidiary, Health Systems Home Care, was sold effective July 1,
1998. The remaining operations of Global were discontinued on October 17,
1998 (see Note 4). All significant intercompany balances and transactions
have been eliminated upon consolidation.
Nature of Operations
Prior to 1996, the Company was engaged in the assembly, marketing and sale
of proprietary non-invasive medical research instruments and custom delay
lines, and the distribution of non-ozone depleting refrigerant products.
These businesses were discontinued in 1996. Effective June 1, 1996, the
Company, through its newly formed subsidiary, Global, acquired the real
property and operating assets and liabilities of Mary E. Dickerson Memorial
Hospital, a 49 bed acute care hospital in Jasper, Texas. The hospital was
doing business as Lakes Regional Medical Center. On October 17, 1998, the
hospital was closed and all operations were discontinued (see Note 4). The
operations of all previous businesses are reported as discontinued
operations for all years presented in these financial statements.
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company has
incurred significant losses since inception resulting in a shareholders'
deficit and working capital deficit at June 30, 1999 of $2,289,742. Effective
October 17, 1998, the Company has discontinued all of its previous operations
(see Note 4). The Company's subsidiary, Global, has defaulted on its
obligations and Global's secured
F-9
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. GOING CONCERN - continued
creditors have taken substantially all of Global's assets. In addition, one
secured creditor has filed a motion for partial summary judgment against the
Company and Global (see Note 6). The Company is exploring new business
ventures and sources of financing. The Company has continued to incur
operating losses for periods subsequent to June 30, 1999. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
In view of these matters, the continued existence of the Company is dependent
upon its ability to meet its financing requirements and, ultimately, the
success of its planned future operations. Management believes that actions
presently being taken to acquire an operating business and to develop a new
line of business constructing prefabricated hospitals in third world countries
provide the Company the opportunity to continue as a going concern.
Management has also entered into agreements with an accredited investor group
to provide financing of up to $6,000,000 for future acquisitions and business
development. Subsequent to June 30, 1999, the Company had drawn $1,100,000
against this credit facility before the agreement was terminated (see Note
10).
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include investments in highly liquid debt
instruments with a maturity of three months or less.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Net liabilities of discontinued
F-10
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Use of Estimates - continued
operations include management's best estimate of the ultimate liability
that may result from the closing of the Company's hospital operations and
settlement of its obligations. The amounts the Company ultimately may be
required to pay could differ materially in the near term from the amounts
assumed in arriving at the net liability of discontinued operations at June
30, 1999.
Income Taxes
The Company records deferred tax assets and liabilities based on
differences between the financial reporting and tax basis of assets and
liabilities, using tax rates in effect when those differences are expected
to reverse. A valuation allowance is established for net deferred tax
assets when management determines that it is more likely than not that the
deferred tax asset will not be realized.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing income (loss)
available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted earnings (loss) per share
are computed after giving effect to all dilutive potential common shares
that were outstanding during the period. However, the computation of
diluted earnings (loss) per share shall not assume conversion of potential
common shares if conversion would have an antidilutive effect on earnings
(loss) per share. Therefore, diluted loss per share has not been presented
because the effect would have been antidilutive in all periods presented.
NOTE 4. DISCONTINUED OPERATIONS
Effective July 1, 1998, the Company discontinued and sold its home health care
business and incurred a loss on disposal of approximately $115,550. Effective
October 17, 1998, the Company discontinued and closed its hospital operations.
In connection with the closing of the hospital, the Company's secured
creditors assumed substantially all assets of Global, the Company's wholly-
owned subsidiary.
F-11
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. DISCONTINUED OPERATIONS - continued
Net liabilities of discontinued operations consist of the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- --------------
<S> <C> <C> <C>
Accounts receivable $ - $ 949,695 $ 1,194,141
Inventory - 199,411 317,239
Property and equipment - 1,937,917 2,040,696
Other assets - 14,677 14,722
Notes payable (385,747) (2,696,589) (2,840,079)
Accounts payable
and accrued expenses (973,448) (1,258,628) (900,277)
------------- ------------ -------------
Net liabilities of
discontinued operations $ (1,359,195) $ (853,517) $ (173,558)
============= ============ =============
</TABLE>
The Company's subsidiary Global has been in default under the terms of one or
more of its notes payable agreements with secured creditors since 1996. When
the hospital closed in October 1998, DVI Business Credit Corp. foreclosed on
obligations due them of approximately $516,760, including principal and
interest, and assumed control of collateral consisting of cash, accounts
receivable and major movable equipment with a recorded value of approximately
$365,025. The remaining obligation to DVI, if any, is in dispute (see Note
6). The Company has included $151,735 in net liabilities of discontinued
operations related to this contingency. In January 1999, DT Investments, the
holder of two notes originally payable to the Bank of America National Trust
and Savings Association totaling approximately $2,098,760, including
principal, interest, and unpaid property taxes as of October 30, 1998, assumed
control of collateral consisting of land, land improvements, buildings, and
building improvements and other assets with a recorded value of approximately
$1,919,850. The settlement with DT Investments resulted in a gain to the
Company of approximately $178,910. The remaining net liabilities of
discontinued operations consist of amounts due to unsecured creditors of
Global. While the amounts for which the Company could ultimately be obligated
could differ from the amounts assumed in establishing the net liability at
June 30, 1999, management believes that the recorded amount will be sufficient
to cover all future obligations.
F-12
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. DISCONTINUED OPERATIONS - continued
The results of operations of the discontinued business for each period
presented have been classified as loss from discontinued operations as
follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- --------------
<S> <C> <C> <C>
Revenues $ 1,145,155 $ 5,753,436 $ 6,907,025
Costs and expenses (1,748,850) (6,552,178) (7,010,694)
------------ ------------ -------------
Loss before income tax benefit (603,695) (798,742) (103,669)
Income tax benefit - - -
------------ ------------ ------------
Loss from discontinued operations $ (603,695) $ (798,742) $ (103,669)
============ ============ ============
</TABLE>
NOTE 5. CONVERTIBLE DEBENTURE
At June 30, 1999, the Company had outstanding a $100,000 convertible debenture
which bears interest at 10%. The debenture is convertible into 1,000,000
shares of common stock of the Company. In July 1999, the holder of the
debenture requested conversion. The shares have not been issued.
NOTE 6. CONTINGENCIES
DVI Business Credit Corp., and DVI Financial Services, Inc. have filed claims
against the Company for alleged breaches of guarantee agreements relating to
two promissory notes made by Global and guaranteed by the Company. DVI
Business Credit Corp. has also filed a motion for partial summary judgment on
its claim relating to its loan against the accounts receivable of Global. The
Court found that the promissory note is valid and enforceable. However, the
amount owed is still in dispute. The Company contends that the collateral
assumed by DVI was sufficient to satisfy the Company's obligation. However,
should the Company be completely unsuccessful, the ultimate exposure could
range up to approximately $516,760 plus attorney's fees. At this point, it is
uncertain as to the ultimate resolution of this matter and it is uncertain as
to the amount, if any, that will finally be recovered by the Plaintiffs. The
Company believes that it has adequately provided for its future obligations
and that the ultimate resolution of this matter will not have a material
effect on its financial position.
F-13
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. CONTINGENCIES - continued
In addition, the Securities and Exchange Commission (SEC) has issued an Order
Instituting Cease-and-Desist Proceedings against the Company, one of its
officers, and a financial consultant. In the notice, the SEC alleges that the
Company's officer and the financial consultant conducted a fraudulent internet
offering. The matter is set for an administrative hearing to determine
whether a cease-and-desist order should be issued. The Company and its
officers intend to vigorously contest all issues and expect that both will be
completely absolved in the matter.
NOTE 7. INCOME TAXES
The provision for income taxes for the years ended June 30, 1999, 1998 and
1997 was computed as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Tax benefit at federal statutory rates ($ 348,873) ($ 229,986) ($ 134,532)
Losses not providing tax benefits 348,873 229,986 134,532
------------ ------------ ------------
Tax provision $ - $ - $ -
============ ============ ============
</TABLE>
The components of the Company's deferred tax assets and liabilities at June
30, 1999, 1998 and 1997 were:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net operation loss carryforward $ 2,383,280 $ 1,537,630 $ 1,149,660
Officers' compensation 81,600 244,800 81,600
Allowance for doubtful accounts - 166,770 236,100
Reserves for losses 51,000 34,000 20,400
Research and development credits 61,600 61,600 61,600
------------ ------------ ------------
Net deferred tax asset 2,577,480 2,044,800 1,549,360
Valuation allowance (2,577,480) (2,044,800) (1,549,360)
------------ ------------ ------------
Net deferred taxes $ - $ - $ -
============ ============ ============
Change in valuation allowance $ 532,680 $ 495,440 $ 169,960
============ ============ ============
</TABLE>
The Company has a net operating loss carryforward of approximately $7,009,700
which expires in the years 2001 through 2014. In addition, the Company has
research and development credit carryforwards of approximately $61,600 which
ultimately expire in 2006.
F-14
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. RELATED PARTY TRANSACTIONS
The Company's related party transactions consist primarily of advances from
and repayments to entities owned by common shareholders. The amounts due from
or to these related entities are separately stated on the accompanying
consolidated balance sheets as accounts receivable - related parties or
accounts payable - related parties. Included in administrative expenses for
each of the three years in the period ended June 30, 1999 is $18,000 of office
rent to a company under common ownership.
NOTE 9. STOCK OPTIONS
On December 5, 1997, the Company granted 2,250,000 stock options to officers
and directors and 200,000 stock options to nonemployees. On January 6, 1999,
the Company granted 2,250,000 stock options to officers and directors. The
Company appies APB Opinion 25 and related interpretations to account for its
stock options issued to employees. Accordingly, no compensation cost has been
recognized for the granting of options to employees. For the year ended June
30, 1998, $18,000 has been recognized as expense related to options granted to
nonemployees. The stock options may be exercised for five years from the
grant date at $.20 per share. No options have been exercised. A summary of
the status of the Company's stock options is as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------- -------------------------
Weighted Weighted
Average Average
Shares Exercise Shares Exercise
(000) Price (000) Price
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Outstanding balance 2,450 $ - - $ -
Granted 2,250 .20 2,450 .20
Exercised - - - -
Forfeighted - - - -
------ --------
Outstanding, ending 4,700 .20 2,450 .20
====== ========
Options exercisable at year end 4,700 .20 2,450 .20
====== ========
Weighted average fair value of
options granted during the year $ .13 $ .09
====== ========
</TABLE>
At June 30, 1999, the 4,700,000 options outstanding have an exercise price of
$.20 per share and a weighted average remaining contractual life of 3.9 years.
F-15
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. STOCK OPTIONS - continued
Had compensation cost for the Company's stock options been determined based on
the fair value at the grant date the Company's net loss and loss per share for
1999 and 1998 would have been as follows:
<TABLE>
<CAPTION>
1999 1998
------------------ ------------------
<S> <C> <C>
Pro forma net loss
Continuing operations $(1,318,597) $ (878,930)
Discontinued operations (540,605) (798,742)
----------- -----------
Pro forma net loss $(1,859,202) $(1,677,672)
=========== ===========
Pro forma basic loss per share
Continuing operations $ (.04) $ (.04)
Discontinued operations (.02) (.03)
----------- -----------
Pro forma net loss per share $ (.06) $ (.07)
=========== ===========
</TABLE>
Compensation cost under the fair value method was estimated using the Black-
Scholes model with the following assumptions: dividend yield of 0%; expected
life of 3 years; expected volatility of 144.57% in 1999 and 81.67% in 1998,
and a risk-free interest rate of 6.0%.
NOTE 10. SUBSEQUENT EVENTS
On August 25, 1999, the Company entered into a financing agreement with Avalon
Financial Services, LLC (Avalon) for financing of up to $6,000,000 secured by
3.3 million shares of common stock of the Company owned by officers and
directors. As consideration for arranging the loans, the agreement also grants
Avalon warrants to purchase 500,000 shares of common stock of the Company
exercisable at $0.55 per share. As draws were made, the Company entered into a
series of 30 day renewable promissory notes bearing interest at 10%. The
Company had drawn $1.1 million under this financing agreement before it was
terminated. The Company disputes its obligation to issue the warrants. The
funds are being used to fund a potential acquisition and for working capital.
F-16
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
(formerly Neurotech Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. SUBSEQUENT EVENTS - continued
The Company has entered into a letter of understanding to acquire up to 60% of
the common stock of American International Medical Resources, Inc. (AIM) for
cash of $4,100,000 and notes of $3,900,000 which will in turn acquire 100% of
Residential Health Care, Inc. The Company then intends to purchase the
remaining 45% of AIM for 8,500,000 shares of the Company's common stock. The
Company intends to complete this acquisition in a series of transactions. To
date, the Company has invested $1,320,000 for 12.5% ownership interest in AIM.
The Company is negotiating with another lender to extend the Company a line of
credit to be secured by the Company's common stock owned by officers and
directors. This agreement is contingent on the Company being up to date on
all its SEC filings and that the collateral be registered. The agreement also
requires the Company to issue to the lender warrants to purchase 100,000
shares of common stock exercisable at $1.25 per share.
On December 10, 1999, the Company amended its Certificate of Incorporation and
increased its authorized number of shares from 40,000,000 to 100,000,000.
In connection with the August 25, 1999 financing agreement with Avalon, 3.3
million shares of Company common stock owned by three individuals (officers
and/or directors of the Company) was pledged as collateral. In October 1999,
Avalon foreclosed on $1.1 million of 30 day notes plus accrued interest and
assumed the collateral as payment. In accordance with an agreement between
the three individuals and the Company, the Company is obligated to issue 1.2
times the number of shares lost in the foreclosure plus additional shares for
any tax consequences that may ensue to the individuals. In October 1999, the
Company agreed to issue 4,380,415 shares of common stock to the three
individuals as compensation for the shares lost in the foreclosure. The
shares have not been issued.
F-17
<PAGE>
EXHIBIT 3.1
830256008J
CERTIFICATE OF INCORPORATION
of
Bellevue Medical Corporation
FIRST. The name of the Corporation is Bellevue Medical Corporation
SECOND. Its registered office in the State of Delaware is to be located at
One Rodney Square, 9th Floor, Wilmington, County of New Castle. The registered
agent is Registered Agents, Ltd., address same as above.
THIRD. The nature of the business and the purpose of the corporation is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Laws of Delaware.
FOURTH. The amount of total authorized capital stock of the corporation is
1,000,000 shares of .01 par value.
FIFTH. The name and mailing address of the incorporator is as follows:
Jacqueline H. Blake
One Rodney Square
P.O. Box 112
Wilmington DE 19899
SIXTH. The powers of the incorporator are to terminate upon filing of the
certificate of incorporation, and the name(s) and mailing address(es) of persons
who are to serve as director(s) until the first annual meeting of stockholders
or until their successors are elected and qualify are as follows:
Captain J. C. Busby
Drawer 156
Penndel, PA 19047
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws
of the State of Delaware do make, file and record this certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand.
DATED AT Wilmington /s/ Jacqueline H. Blake
State of Delaware --------------------------------
County of New Castle Signature of Incorporator
<PAGE>
8402830146
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BELLEVUE MEDICAL CORPORATION
-----------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
-----------------------------------------
We, Charles Leonhardt, President and John Busby, Secretary of Bellevue
Medical Corporation, a corporation existing under the laws of the State of
Delaware, do herby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:
1. By striking our the whole of ARTICLE FIRST thereof as it now exists and
inserting in lieu and instead thereof a new ARTICLE FIRST, reading as
follows:
"The name of the corporation is Neurotech Corporation."
2. By striking out the whole of ARTICLE FOURTH thereof as it now exists
and inserting in lieu and instead thereof a new ARTICLE FOURTH, reading as
follows:
"The total number of shares of stock, which the Corporation is authorized
to issue is 4,000,000 with a par value of $.01 per share."
Page 1 of 2
<PAGE>
SECOND: That such amendments have been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
written consent of the holders of not less than a majority of the outstanding
stock entitled to vote thereon and that written notice of the corporate action
has been given to those stockholders who have not consented in writing, all in
accordance with the provision of Section 228 of the General Corporation Law.
IN WITNESS WHEREOF, we have signed this certificate this 31st day of
August, 1984.
BELLEVUE MEDICAL CORPORATION
By: /s/ Charles Leonhardt
---------------------------
Charles Leonhardt,
President
By: /s/ John Busby
ATTEST ---------------------------
John Busby,
Secretary
Page 2 of 2
<PAGE>
Certificate
for Renewal and Revival of Charter
Neurotech Corporation, a corporation organized under the laws of Delaware,
the certificate of incorporation of which was filed in the office of the
Secretary of State on the 13 day of September 1983, and recorded in the office
of the Recorder of Deeds for New Castle County, the charter of which was voided
for non-payment of taxes, now desires to procure a restoration, renewal and
revival of its charter, and hereby certificates as follows:
1. The name of this corporation is Neurotech Corporation.
2. The registered office in the State of Delaware is located at 902 Market
Street, City of Wilmington, ZIP CODE 19801 County of New Castle, the name and
address of its registered agent is Registered Agents, Ltd., P.O. Box 112,
Wilmington, Delaware 19899.
3. The date when the restoration, renewal, and revival of the charter of
this company is to commence is the 29th day of February, 1985 same being prior
to the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.
4. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1985, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate of renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, Charles Leonhardt, the
last and acting President, and John Busby, the last and acting Secretary of
Neurotech Corporation, have hereunto set their hands to this certificate this
day of July, 1985.
/s/ Charles Leonhardt
-----------------------------
LAST AND ACTING PRESIDENT
ATTEST: /s/ John Busby
-----------------------------
LAST AND ACTING SECRETARY
DOC. 20-05/81/09/02
<PAGE>
Certificate of Amendment
of
Certificate of Incorporation
of
NEUROTECH CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
NEUROTECH CORPORATION.
2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article FOURTH thereof and by substituting in lieu of said Article
the following new Article:
"FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Twelve Million (12,000,000). The par value
of each of such shares is One Cent ($.01). All such shares are of one class
and are shares of Common Stock.
No holder of any of the shares of the stock of the Corporation,
whether now or hereafter authorized and issued, shall be entitled as of
right to purchase or subscribe for (1) any unissued stock of any class, or
(2) any additional shares of any class to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class,
or (3) bonds, certificates or indebtedness, debentures or other securities
convertible into stock of the Corporation, or carrying any right to
purchase stock of any class, but any such unissued stock or such additional
authorized issue of any stock or of other securities convertible into
stock, or carrying any right to purchase stock, may be issued and disposed
of pursuant to resolution of the Board of Directors to such persons, firms,
corporations or associations and upon such terms as may be deemed advisable
by the Board of Directors in the exercise of its discretion."
3. Each of the shares of Common Stock, par value $.01 per share, issued and
outstanding immediately prior to the filing of
<PAGE>
this amendment shall be changed into two and one-half shares of Common Stock,
par value $.01 per share.
4. This amendment has been duly adopted in accordance with the provisions
of Section 228 of the General Corporation Law.
Signed and attested to on September 5, 1985.
/s/ Charles G.Leonhardt
----------------------------------
Charles G. Leonhardt, President
/s/ John C. Busby
- ------------------------------
John C. Busby, Secretary
2
<PAGE>
866356077
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NEUROTECH CORPORATION
The undersigned corporation, in order to amend its Certificate of Incorporation,
hereby certifies as follows:
FIRST: The name of the corporation is:
NEUROTECH CORPORATION
SECOND: The corporation hereby amends its Certificate of Incorporation to
add a new provision in respect to the limitation of Director liability.
THIRD: To effect these changes, the Certificate of Incorporation is
amended as follows:
(a) The Certificate of Incorporation is amended to add the
following new paragraph SEVENTH relating to Director liability:
"SEVENTH. Director's Liability.
No director of the corporation shall be liable to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director; provided, however, that the foregoing shall not apply to liability of
a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involves intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit.
This Section shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the time this Section became effective."
<PAGE>
FOURTH: The amendment effected herein was authorized by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote
thereon at a meeting of shareholders pursuant to Sections 222 and 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we hereunto sign our names and affirms that the
statements made herein are true under the penalties of perjury, this 12th day of
December, 1986.
NEUROTECH CORPORATION
By /s/ Charles Leonhardt
--------------------------------
Charles Leonhardt, President
ATTEST:
/s/ Lillian Rugolo
- ------------------------
Lillian Rugolo,
Assistant Secretary
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/23/1991
912045309 - 2016838
CERTIFICATE
FOR RENEWAL AND REVIVAL OF CHARTER
NEUROTECH CORPORATION, a corporation organized under the laws of
Delaware, the charter of which was voided for non-payment of taxes, now desires
to procure a restoration, renewal and revival of its charter, and hereby
certifies as follows:
1. The name of this corporation is NEUROTECH CORPORATION
2. Its registered office in the State of Delaware is located at
710 Yorklyn Road, City of Hockessin Zip Code 19707 County of New Castle
the name and address of its registered agent is Registered Agents, Ltd.
3. The date of filing of the original Certificate of Incorporation in
Delaware was September 13, 1983.
4. The date when restoration, renewal and revival of the charter of this
company is to commence is the Twenty-eighth day of February 1991, same being
prior to the date of the expiration of the charter. This renewal and revival of
the charter of this corporation is to be perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the first day of March A.D 1991 at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware as amended, providing
for the renewal extension and restoration of
charters, Harold Goldstein the last and acting President and Neil Winchester,
the last and acting Secretary of Neurotech Corporation, have
hereunto set their hands to this certificate this 19th day of July 1991
/s/ Harold Goldstein
------------------------------
Last and Acting President
Harold Goldstein
ATTEST:
/s/ Neil Winchester
------------------------------
Last and Acting Secretary
Neil Winchester
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILE 09:00 AM 12/08/1993
933425316 - 2016838
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NEUROTECH CORPORATION
-----------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
-----------------------------------------
The Undersigned, being the President and Secretary of NEUROTECH
CORPORATION (the "Corporation"), a corporation existing under the laws of the
State of Delaware, do hereby certify, under penalties of perjury, as follows:
FIRST: The Certificate of Incorporation of the Corporation has been
amended to increase the number of shares of common stock, $.01 par value, that
the Corporation is authorized to issue from 12,000,000 shares to 20,000,000
shares.
SECOND: Such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by a
resolution duly adopted by the board of directors of the Corporation followed by
the affirmative vote of the holders of a majority of the stock entitled to vote
at a meeting of stockholders.
IN WITNESS WHEREOF, we have signed this certificate this 1st day of
March, 1991.
/s/ Harold Goldstein
---------------------------------
Harold Goldstein, President
/s/ John C. Busby
---------------------------------
John C. Busby, Jr., Secretary
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/04/1996
960063253 - 2016838
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
NEUROTECH CORPORATION
--------------------------------------------
Adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the state of Delaware
--------------------------------------------
We, Harold Goldstein, President and Steven A. Massey, Assistant Secretary
of Neurotech Corporation, a corporation existing under the laws of the State of
Delaware do hereby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation be
amended as follows:
1. By striking out the whole of Article Fourth thereof as it now exists
and inserting in lieu and instead thereof a new Article Fourth, reading as
follows:
"The total number of shares of stock which the Corporation is
authorized to issue is 40,000,000 with a par value of $.01 per share"
SECOND: That such amendment has been duly adopted in accordance with
Section 228 of the General Corporation Law of the State of Delaware by the
written consent of the holders of not less than a majority of the outstanding
stock entitled to vote thereon.
IN WITNESS WHEREOF, said Neurotech Corporation has caused this certificate
the signed by
/s/ Harold Goldstein
- ---------------------------- and
Harold Goldstein, President
/s/Steven A. Massey
- ----------------------------
Attest: Steven A. Massey,
Assistant Secretary
this 1st day of March, 1996
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:10 PM 06/22/1998
981240989 - 2016838
STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
Neurotech Development Corporation (formerly known as Neurotech Corporation), a
corporation organized under the laws of Delaware, the charter of which was
voided for non-payment of taxes, now desires to procure a restoration, renewal
and revival of its charter, and herby certifies as follows:
1. The name of this corporation is NEUROTECH DEVELOPMENT CORPORATION
("FORMALLY NEUROTECH CORPORATION")
2. Its registered office in the State of Delaware is located at
1220 N. MARKET ST. (SUITE 606), City of WILMINGTON DE
Zip Code 19801 County of NEW CASTLE the name of address of its
registered agent is REGISTERED AGENTS, LTD.
1220 NO. MARKET ST. (SUITE 606) WILMINGTON, DE 19801.
3. The date of filing of the original Certificate of Incorporation
in Delaware was SEPTEMBER 13, 1983.
4. The date when restoration, renewal and revival of the charter of
this company is to commence is the 28th day of FEBRUARY, 1998,
same being prior to the date of the expiration of the charter.
This renewal and revival of the charter of this corporation is to
be perpetual.
5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of MARCH A.D. 1998,
at which time its charter became inoperative and void for non-
payment of taxes and this certificate for renewal and revival is
filed by authority of the duly elected directors of the
corporation in accordance with the laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, BERNARD ARTZ the last
and acting authorized officer hereunto set his/her hand to this certificate this
22 day of JUNE 1998.
By:/s/Bernard Artz
-----------------------------
Authorized Officer
Name: Bernard Artz
-----------------------------
Print or Type
Title: Chairman of the Board
<PAGE>
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:40 AM 03/04/1996
96063253 - 2016838
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
NEUROTECH CORPORATION
--------------------------------------------
Adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the state of Delaware
--------------------------------------------
We, Harold Goldstein, President and Steven A. Massey, Assistant Secretary
of Neurotech Corporation, a corporation existing under the laws of the State of
Delaware do hereby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation be amended
as follows:
1. By striking out the whole of Article Fourth thereof as it now exists and
inserting in lieu and instead thereof a new Article Fourth, reading as follows:
"The total number of shares of stock which the Corporation is authorized
to issue is 40,000,000 with a par value of $.01 per share."
SECOND: That such amendment has been duly adopted in accordance with
Section 228 of the General Corporation Law of the State of Delaware by the
written consent of the holders of not less than a majority of the outstanding
stock entitled to vote thereon.
IN WITNESS WHEREOF, said Neurotech Corporation has caused this certificate
the signed by
s/ Harold Goldstein , and
- ----------------------------
Harold Goldstein, President
s/ Steven A. Massey
- ----------------------------
Attest: Steven A. Massey, Assistant Secretary
this 1st day of March, 1996
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
NEUROTECH DEVELOPMENT CORPORATION a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of NEUROTECH DEVELOPMENT
CORPORATION resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "ARTICLE FOURTH" so that, as amended,
said Article shall be and read as follows:
"THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE IS 100,000,000 WITH A PAR VALUE OF $.01 PER SHARE."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said NEUROTECH DEVELOPMENT CORPORATION has caused this
certificate to be signed by BERNARD ARTZ, an Authorized Officer, this 10TH day
of DECEMBER, 1999.
By: /s/ Bernard Artz
---------------------------------------
Authorized Officer
Name: BERNARD ARTZ
--------------------------------------
Print or Type
Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
------------------------------------
<PAGE>
State of Delaware
Office of the Secretary of State PAGE 1
------------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "NEUROTECH DEVELOPMENT CORPORATION" IS DULY INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE
EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE FIRST DAY OF
JULY, A.D. 1998.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2016838 8300 AUTHENTICATION: 9173326
981240989 DATE: 07-01-98
<PAGE>
State of Delaware PAGE 1
Office of the Secretary of State
-----------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF
"NEUROTECH DEVELOPMENT CORPORATION" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF SEPTEMBER, A.D.
1983, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "BELLEVUE MEDICAL
CORPORATION" TO "NEUROTECH CORPORATION", FILED THE NINTH DAY OF OCTOBER, A.D.
1984, AT 9 O'CLOCK A.M.
CERTIFICATE OF RENEWAL, FILED THE TWELFTH DAY OF SEPTEMBER, A.D. 1985, AT 9
O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SIXTH DAY OF SEPTEMBER, A.D.
1985, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF DECEMBER, A.D.
1986, AT 9 O'CLOCK A.M.
CERTIFICATE OF RENEWAL, FILED THE TWENTY-THIRD DAY OF JULY, A.D. 1991, AT 9
O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE EIGHTH DAY OF DECEMBER, A.D. 1993, AT 9
O'CLOCK A.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2016838 8100H AUTHENTICATION: 0137295
991534737 DATE: 12-13-99
<PAGE>
State of Delaware
Office of the Secretary of State PAGE 2
------------------------------------
CERTIFICATE OF AMENDMENT, FILED THE FOURTH DAY OF MARCH, A.D. 1996, AT 9
O'CLOCK A.M.
CERTIFICATE OF RENEWAL, CHANGING ITS NAME FROM "NEUROTECH CORPORATION" TO
"NEUROTECH DEVELOPMENT CORPORATION", FILED THE TWENTY-SECOND DAY OF JUNE, A.D.
1998, AT 3:10 O'CLOCK P.M.
[SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2016838 8100H AUTHENTICATION: 0137295
991534737 DATE: 12-13-99
<PAGE>
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
NEUROTECH DEVELOPMENT CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HERBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of NEUROTECH DEVELOPMENT
CORPORATION resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling a meeting of the stockholders of said corporation of
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "ARTICLE FOURTH" so that, as amended,
said Article shall be and read as follows:
"THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE IS 100,000,000 WITH A PAR VALUE OF $.01 PER SHARE."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of
the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That that capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said NEUROTECH DEVELOPMENT CORPORATION has caused this
certificate to be signed by
BERNARD ARTZ, an Authorized Officer,
this 10th day of DECEMBER, 1999
By:/s/Bernard Artz
---------------------------
Authorized Officer
Name: Bernard Artz
---------------------------
Print or Type
Title: Chairman and Chief Executive Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/14/1999
991538697 - 2016838
<PAGE>
EXHIBIT 3.2
BY-LAWS
OF
NEUROTECH CORPORATION
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Act.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
<PAGE>
Section 4 - Notice of Meetings:
(a) Except as otherwise provided by Statute, written notice of each meeting of
shareholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
fifteen nor more than fifty days before the meeting, upon each shareholder of
record entitled to vote at such meeting, and to any other shareholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to receive payment for their shares
pursuant to Statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.
Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote,
By-Laws - 2
<PAGE>
shall be necessary and sufficient to constitute a quorum for the transaction of
any business. The withdrawal of any shareholder after the commencement of a
meeting shall have no effect on the existence of a quorum, after a quorum has
been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.
Section 6 - Voting:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven months from the date of its
execution, unless the person executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the records of the
Corporation.
By-Laws - 3
<PAGE>
(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same has been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be three (3), unless
and until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less than three
shareholders, in which event the number of directors shall not be less than the
number of shareholders permitted by statute.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.
Section 3 - Annual and Regular Meetings; Notice:
(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders, at the place of such annual
meeting of shareholders.
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(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) Section 4 of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in paragraph (c) of
such Section 4.
Section 4 - Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of special meetings shall be
mailed directly to each director, addressed to him at his residence or usual
place of business, at least ten (10) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
two (2) days before the day on which the meeting is to be held. A notice, or
waiver of notice, except as required by Section 8 of this Article III, need not
specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairman:
At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
directors shall preside.
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Section 6 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of Incorporation, or by these By-Laws.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized, in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9 - Resignation:
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
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Section 10 - Removal:
Any director may be removed with or without cause at any time by the affirmative
vote of shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
shareholders called for that purpose, and may be removed for cause by action of
the Board.
Section 11 - Salary:
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board: provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 12 - Contracts:
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall
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not be construed to impair or invalidate or in any way affect any contract or
other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they may deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
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Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President, or such other person as the Board of
Directors may authorize.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing shares of the Corporation shall
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be in such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued. They shall bear the holder's name
and the number of shares, and shall be signed by (i) the Chairman of the Board
or the President or a Vice President, and (ii) the Secretary or Treasurer, or
any Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.
(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the holder
to exercise voting rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it may authorize the
payment in cash of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, or scrip in
registered or bearer form over the signature of an officer or agent of the
Corporation, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder, except as therein
provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper to do so.
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Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment therof, unless the directors fix a new record date for the adjourned
meeting.
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ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by the affirmative vote of shareholders holding of record
in the aggregate at least a majority of the outstanding shares entitled to vote
in the election of directors at any annual or special meeting of shareholders,
provided that the notice or waiver of notice of such meeting shall have
summarized or set forth in full therein, the proposed amendment.
Section 2 - By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.
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ARTICLE X - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or intestate representative is or was a director,
officer or employee of the Corporation, or of any Corporation in which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorney's fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case where there is
no disinterested majority of the Board available, the amount shall be fixed by
arbitration pursuant to the then existing rules of the American Arbitration
Association.
The undersigned Incorporator certifies that he has adopted the foregoing
by-laws as the first by-laws of the Corporation.
Dated: 14 September 1983
/s/ J.C. Busby
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Incorporator
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EXHIBIT 10.23
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This Lease, dated the 1st day of February, 1999 Between Lundell Technologies, Inc., a corporation duly
organized and existing under the laws of the State of Washington, hereinafter referred to as the Landlord,
and Neurotech Development Corp., a corporation duly organized and existing under the laws of the State of
Parties Delaware, hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the Tenant hereby hires and
takes from the Landlord for the term and upon the rentals hereinafter specified, the premises described as
follows, situated in the Village of Manhasset County of Nassau and State of New York, and more particularly
the basement and ground floors of the premises commonly known as 45 Orchard Street.
Premises
Term The term of this demise shall be for one (1) year beginning February 1, 1999 and ending January 31, 2000.
Rent The rent for the demised term shall be Twenty-four thousand and 00/100 dollars ($24,000.00).
The said rent is to be payable monthly in advance on the first day of each calendar month for the term
Payment of hereof, in installments as follows:
Rent
equal monthly installments of two-thousand an 00/100 dollars ($2,000.00)
at the office of Landlord or as may be otherwise directed by the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful First.--The Landlord covenants that the Tenant, on paying the said rental and performing the covenants
Possession and conditions in this Lease contained, shall and may peaceably and quietly have, hold and enjoy the
demised premises for the term aforesaid.
Purpose Second.--The Tenant covenants and agrees to use the demised premises as in office space and agrees not to
use or permit the premises to be used for any other purpose without the prior written consent of the
Landlord endorsed hereon.
Default in Pay- Third.--The Tenant shall, without any previous demand therefor, pay to the Landlord, or its agent, the
ment of Rent said rent at the times and in the manner above provided. In the event of the non-payment of said rent, or
any installment thereof, at the times and in the manner above provided, and if the same shall remain in
default for ten days after becoming due, or if the Tenant shall be dispossessed for non-payment of rent, or
Abandonment if the leased premises shall be deserted or vacated, the Landlord or its agents shall have the right to and
of Premises may enter the said premises as the agent of the Tenant, either by force or otherwise, without being liable
for any prosecution or damages therefor, and may relet the premises as the agent of the Tenant, and receive
the rent therefor, upon such terms as shall be satisfactory to the Landlord, and all rights of the Tenant to
repossess the premises under this lease shall be forfeited. Such re-entry by the Landlord shall not operate
Re-entry and to release the Tenant from any rent to be paid or covenants to be performed hereunder during the full term
Reletting by of this lease. For the purpose of reletting, the Landlord shall be authorized to make such repairs or
Landlord alterations in or to the leased premises as may be necessary to place the same in good order and condition.
The Tenant shall be liable to the Landlord for the cost of such repairs or alterations, and all expenses of
such reletting. If the sum realized or to be realized from the reletting is insufficient to satisfy the
Tenant Liable monthly or term rent provided in this lease, the Landlord, at its option, may require the Tenant to pay
for Deficiency such deficiency month by month, or may hold the Tenant in advance for the entire deficiency to be realized
during the term of the reletting. The Tenant shall not be entitled to any surplus accruing as a result of
the reletting. The Landlord is hereby granted a lien, in addition to any statutory lien or right to distrain
Lien of that may exist, on all personal property of th Tenant in or upon the demised premises, to secure payment of
Landlord to the rent and performance of the covenants and conditions of this lease. The Landlord shall have the right,
Secure as agent of the Tenant, to take possession of any furniture, fixtures or other personal property of the
Tenant found in or about the premises, and sell the same at public or private sale and to apply the proceeds
thereof to the payment of any monies becoming due under this lease, the Tenant hereby waiving the benefit of
Performance all laws exempting property from execution, levy and sale on distress or judgment. The Tenant agrees to pay,
Attorney's Fees as addition rent, all attorney's fees and other expenses incurred by the Landlord in enforcing any of the
obligations under this lease.
Sub-letting and Fourth.--This lease be assigned by the Tenant without the prior written consent of the Landlord endorsed
Assignment hereon.
Condition of Fifth.--The Tenant has examined the demised premises, and accepts them in their present condition (except
Premises, as otherwise expressly provided herein) and without any representations on the part of the Landlord or its
Repairs agents as to the present or future condition of the said premises. The Tenant shall keep the demised
premises in good condition, and shall redecorate, paint and renovate the said premises as may be necessary
to keep them in repair and good appearance. The Tenant shall quit and surrender the premises at the end of
the demised term in as good condition as the reasonable use thereof will permit. The Tenant shall not make
any alterations, additions, or improvements to said premises without the
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Alterations and prior written consent of the Landlord. All erections, alterations, additions and improvements, whether
Improvements temporary or permanent in character, which may be made upon the premises either by the Landlord or the
Tenant, except furniture or movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain upon and be surrendered with the premises as a part thereof at the
Sanitation, termination of this Lease, without compensation to the Tenant. The Tenant further agrees to keep said
Inflammable premises and all parts thereof in a clean and sanitary condition and free from trash, inflammable material
Materials and other objectionable matter. If this lease covers premises, all or a part of which are on the ground
floor, the Tenant further agrees to keep the sidewalks in front of such ground floor portion of the demised
premises clean and free of obstructions, snow and ice.
Mechanics' Sixth.--In the event that any mechanics' lien is filed against the premises as a result of alterations,
Liens additions or improvements made by the Tenant, the Landlord, at its option, after thirty days' notice to the
Tenant, may terminate this lease and may pay the said lien, without inquiring into the validity thereof, and
the Tenant shall forthwith reimburse the Landlord the total expense incurred by the Landlord in discharging
the said lien, as additional rent hereunder.
Glass Seventh.--The Tenant agrees to replace at the Tenant's expense any and all glass which may become broken
in and on the demised premises. Plate glass and mirrors, if any, shall be insured by the Tenant at their
full insurable value in a company satisfactory to the Landlord. Said policy shall be of the full premium
type, and shall be deposited with the Landlord or its agent.
Liability of Eighth.--The Landlord shall not be responsible for the loss of or damage to property, or injury to
Landlord persons, occurring in or about the demised premises, by reason of any existing or future condition, defect,
matter or thing in said demised premises or the property of which the premises are a part, or for the acts,
omissions or negligence of other persons or tenants in and about the said property. The Tenant agrees to
indemnify and save the Landlord harmless from all claims and liability for losses of or damage to property,
or injuries to persons occurring in or about the demised premises.
Services and Ninth.--Utilities and services furnished to the demised premises for the benefit of the Tenant shall be
Utilities provided and paid for as follows: water by the Landlord; gas by the Landlord; electricity by the Landlord;
heat by the Landlord; refrigeration by the Landlord; hot water by the Landlord. The Landlord shall not be
liable for any interruption or delay in any of the above services for any reason.
Right to Inspect Tenth.--The Landlord, or its agents, shall have the right to enter the demised premises at reasonable
and Exhibit hours in the day or night to examine the same, or to run telephone or other wires, or to make such repairs,
additions or alterations as it shall deem necessary for the safety, preservation or restoration of the
improvements, or for the safety or convenience of the occupants or users thereof (there being no obligation,
however, on the part of the Landlord to make any such repairs, additions or alteration), or to exhibit the
same to prospective purchasers and put upon the premises a suitable "For Sale" sign. For three months prior
to the expiration of the demised term, the Landlord, or its agents, may similarly exhibit the premises to
prospective tenants, and may place the usual "To Let" signs thereon.
Damage by Fire, Eleventh.--In the event of the destruction of the demised premises or the building containing the said
Explosion, premises by fire, explosion, the elements or otherwise during the term hereby created, or previous thereto,
The Elements or or such partial destruction thereof as to render the premises wholly untenantable or unfit for occupancy, or
Otherwise should the demised premises be so badly injured that the same cannot be repaired within ninety days from the
happening of such injury, then and in such case the term hereby created shall, at the option of the
Landlord, cease and become null and void from the date of such damage or destruction, and the Tenant shall
immediately surrender said premises and all the Tenant's interest therein to the Landlord, and shall pay
rent only to the time of such surrender, in which event the Landlord may re-enter and re-possess the
premises thus discharged from this lease and may remove all parties therefrom. Should the demised premises
be rendered untenantable and unfit for occupancy, but yet be repairable within ninety days from the
happening of said injury, the Landlord may enter and repair the same with reasonable speed, and the rent
shall not accrue after said injury or while repairs are being made, but shall recommence immediately after
said repairs shall be completed. But if the premises shall be so slightly injured as not to be rendered
untenantable and unfit for occupancy, then the Landlord agrees to repair the same with reasonable promptness
and in that case the rent accrued and accruing shall not cease or determine. The Tenant shall immediately
notify the Landlord in case of fire or other damage to the premises.
Observation Twelfth.--The Tenant agrees to observe and comply with all laws, ordinances, rules and regulations of the
of Laws, Federal, State, County and Municipal authorities applicable to the business to be conducted by the Tenant in
Ordinances, the demised premises. The Tenant agrees not to do or permit anything to be done in said premises, or keep
Rules and anything therein, which will increase the rate of the fire insurance premiums on the improvements or any
Regulations part thereof, or on property kept therein, or which will obstruct or interfere with the rights of other
tenants, or conflict with the regulations of the Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any increase in insurance premiums resulting from the
Tenant's occupancy of the premises, or from any act or omission on the part of the Tenant, the Tenant agrees
to pay said increase in insurance premiums on the improvements or contents thereof as additional rent.
Signs Thirteenth.--No sign, advertisement or notice shall be affixed to or placed upon any part of the demised
premises by the Tenant, except in such manner, and of such size, design and color as shall be approved in
advance in writing by the Landlord.
Subordination Fourteenth.--This lease is subject and is hereby subordinated to all present and future mortgages, deeds
to Mortgages of trust and other encumbrances affecting the demised premises or the property of which said premises are a
and Deeds part. The Tenant agrees to execute, at no expense to the Landlord, any instrument which may be deemed
of Trust necessary or desirable by the Landlord to further effect the subordination of this lease to any such
mortgage, deed of trust or encumbrance.
Sale of Fifteenth.--In the event of the sale by the Landlord of the demised premises, or the property of which
Premises said premises are a part, the Landlord or the purchaser may terminate this lease on the thirtieth day of
April in any year upon giving the Tenant notice of such termination prior to the first day of January in the
same year.
Rules and Sixteenth.--The rules and regulations regarding the demised premises, affixed to this lease, if any, as
Regulations of well as any other and further reasonable rules and regulations which shall be made by the Landlord, shall be
Landlord observed by the Tenant and by the Tenant's employees, agents and customers. The Landlord reserves the right
to rescind any presently existing rules applicable to the demised premises, and to make such other and
further reasonable rules and regulations as, in its judgment, may from time to time be desirable for the
safety, care and cleanliness of the premises, and for the preservation of good order therein, which rules,
when so made and notice thereof given to the Tenant, shall have the same force and effect as if originally
made a part of this lease. Such other and further rules shall not, however, be inconsistent with the proper
and rightful enjoyment by the Tenant of the demised premises.
Violation of Seventeenth.--In case of violation by the Tenant of any of the covenants, agreements and conditions of
Covenants, this lease, or of the rules and regulations now or hereafter to be reasonably established by the Landlord,
Forfeiture of and upon failure to discontinue such violation within ten days after notice therof given to the Tenant, this
Lease, Re-entry lease shall thenceforth, at the option of the Landlord, become null and void, and the Landlord may re-enter
by Landlord without further notice or demand. The rent in such case shall become due, be apportioned and paid on and up
to the day of such re-entry, and the Tenant shall be liable for all loss or damage resulting from such
violation as aforesaid. No waiver by the Landlord of any violation or breach of condition by the Tenant
Non-waiver shall constitute or be construed as a waiver of any other violation or breach of condition, nor shall lapse
of Breach of time after breach of condition by the Tenant before the Landlord shall exercise its option under this
paragraph operate to defeat the right of the Landlord to declare this lease null and void and to re-
enter upon the demised premises after the said breach or violation.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Notices Eighteenth.--All notices and demands, legal or otherwise, incidental to this lease, or the occupation of
the demised premises, shall be in writing. If the Landlord or its agent desires to give or serve upon the
Tenant any notice or demand, it shall be sufficient to send a copy thereof by registered mail, addressed to
the Tenant at the demised premises, or to leave a copy thereof with a person of suitable age found on the
premises, or to post a copy thereof upon the door to said premises. Notices from the Tenant to the Landlord
shall be sent by registered mail or delivered to the landlord at the place hereinbefore designated for the
payment of rent, or to such party or place as the Landlord may from time to time designate in writing.
Bankruptcy, Nineteenth.--It is further agreed that if at any time during the term of this lease the Tenant shall make
Insolvency, any assignment for the benefit of creditors, or be decreed insolvent or bankrupt according to law, or if a
Assignment for receiver shall be appointed for the Tenant, then the Landlord may, at its option, terminate this lease,
Benefit of exercise of such option to be evidenced by notice to that effect served upon the assignee, receiver, trustee
Creditors or other person in charge of the liquidation of the property of the Tenant or the Tenant's estate, but such
termination shall not release or discharge any payment of rent payable hereunder and then accrued, or any
liability then accrued by reason of any agreement or covenant herein contained on the part of the Tenant, or
the Tenant's legal representatives.
Holding Over Twentieth.--In the event that the Tenant shall remain in the demised premises after the expiration of the
by Tenant term of this lease without having executed a new written lease with the Landlord, such holding over shall
not constitute a renewal or extension of this lease. The Landlord may, at its option, elect to treat the
Tenant as one who has not removed at the end of his term, and thereupon be entitled to all the remedies
against the Tenant provided by law in that situation, or the Landlord may elect, at its option, to construe
such holding over as a tenancy from month to month, subject to all the terms and conditions of this lease,
except as to duration thereof, and in that event the Tenant shall pay monthly rent in advance at the rate
provided herein as effective during the last month of the demised term.
Eminent Twenty-first.--If the property or any part thereof wherein the demised premises are located shall be taken
Domain, by public or quasi-public authority under any power or eminent domain or condemnation, this lease, at the
Condemnation option of the Landlord, shall forthwith terminate and the Tenant shall have no claim or interest in or to
any award of damages for such taking.
Security Twenty-second.--The Tenant has this day deposited with the Landlord the sum of $ as security for
the full and faithful performance by the Tenant of all the terms, covenants and conditions of this lease
upon the Tenant's part to be performed, which said sum shall be returned to the Tenant after the time fixed
as the expiration of the term herein, provided the Tenant has fully and faithfully carried out all of said
terms, covenants and conditions on Tenant's part to be performed. In the event of a bona fide sale, subject
to this lease, the Landlord shall have the right to transfer the security to the vendee for the benefit of
the Tenant and the Landlord shall be considered released by the Tenant from all liability for the return of
such security; and the Tenant agrees to look to the new Landlord solely for the return of the said security,
and it is agreed that this shall apply to every transfer or assignment made of the security to a new
Landlord. The security deposited under this lease shall not be mortgaged, assigned or encumbered by the
Tenant without the written consent of the Landlord.
Arbitration Twenty-third.--Any dispute arising under this lease shall be settled by arbitration. Then Landlord and
Tenant shall each choose an arbitrator, and the two arbitrators thus chosen shall select a third arbitrator.
The findings and award of the three arbitrators thus chosen shall be final and binding on the parties
hereto.
Delivery of Twenty-fourth.--No rights are to be conferred upon the Tenant until this lease has been signed by the
Lease Landlord, and an executed copy of the lease has been delivered to the Tenant.
Lease Provisions Twenty-fifth.--The foregoing rights and remedies are not intended to be exclusive but as additional to all
Not Exclusive rights and remedies the Landlord would otherwise have by law.
Lease Binding Twenty-sixth.--All of the terms, covenants and conditions of this lease shall inure to the benefit of and
on Heirs, be binding upon the respective heirs, executors, administrators, successors and assigns of the parties
Successors, Etc. hereto. However, in the event of the death of the Tenant, if an individual, the landlord may, at its option,
terminate this lease by notifying the executor or administrator of the Tenant at the demised premises.
Twenty-seventh.--This lease and the obligation of Tenant to pay rent hereunder and perform all of the
other covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected,
impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations
or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is
prevented or delayed from so doing by reason of governmental preemption in connection with the National
Emergency declared by the President of the United States or in connection with any rule, order or regulation
of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply
and demand which have been or are affected by the war.
Twenty-eighth.--This instrument may not be changed orally.
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the day and year first above written.
Witness: /s/ Steven A. Massey (SEAL)
---------------------------------------
Lundell Technologies, (Landlord)
/s/ Leonard Markman By
- ----------------------------- --------------------------------------
Leonard Markman Steven A. Massey, Pres.
/s/ Lawrence Artz, Vice President (SEAL)
- ----------------------------- --------------------------------------
Tenant
Neurotech Development Corp., by
Lawrence Artz, Vice President
</TABLE>
<PAGE>
<TABLE>
<S> <C>
GUARANTY
In consideration of the execution of the within lease by the Landlord, at the request of the undersigned and in reliance of
this guaranty, the undersigned hereby guarantees unto the Landlord, its successors and assigns, the prompt payment of all rent and
the performance of all of the terms, covenants and conditions provided in said lease, hereby waiving all notice of default, and
consenting to any extensions of time or changes in the manner of payment or performance of any of the terms and conditions of the
said lease the Landlord may grant the Tenant, and further consenting to the assignment and the successive assignments of the said
lease, and any modifications thereof, including the sub-letting and changing of the use of the demised premises, all without notice
to the undersigned. The undersigned agrees to pay the Landlord all expenses incurred in enforcing the obligations of the Tenant
under the within lease and in enforcing this guaranty.
Witness:
--------------------------------- --------------------------------- (SEAL)
--------------------------------- --------------------------------- (SEAL)
Date: -----------------------------------
</TABLE>
<TABLE>
<S> <C>
LEASE
====================================================================================================================================
LUNDELL TECHNOLOGIES,INC.
Landlord
to
NEUROTECH DEVELOPMENT CORP.,
Tenant
====================================================================================================================================
Premises Leased: Basement and Ground Floors
45 Orchard Street
Manhasset, New York 11030
From: February 1, 1999
To: January 31, 2000
ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT
For value received the undersigned Tenant hereby assigns all of said Tenant's right, title and interest in and to the within
lease from and after unto
heirs, successors, and assigns, the demised premises to be used and occupied for
and for no other purpose, it being expressly agreed that
this assignment shall not in any manner relieve the undersigned assignor from liability upon any of the covenants of this lease.
Witness: _________________________________________ _________________________________________________ (SEAL)
_________________________________________ _________________________________________________ (SEAL)
Date: _________________________________________
In consideration of the above assignment and the written consent of the Landlord thereto, the undersigned assignee, hereby
assumes and agrees from and after to make all payments and to perform all covenants and
conditions provided inthe within lease by the Tenant therein to be made and performed.
Witness: _________________________________________ _________________________________________________ (SEAL)
_________________________________________ _________________________________________________ (SEAL)
Date: _________________________________________
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment of the within lease to
on the express conditions that the original Tenant
, the assignor, herein, shall remain liable for the prompt payment of the rent and the
performance of the covenants provided in the said lease by the Tenant to be made and performed, and that no further assignment of
said lease or sub-letting of any part of the premises thereby demised shall be made without the prior written consent of the
undersigned Landlord.
_____________________________________________________
Landlord
Date: ____________________________________________ By __________________________________________________
</TABLE>
<PAGE>
EXHIBIT 10.24
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, A DELAWARE CORPORATION, LOCATED AT 45
ORCHARD STREET, MANHASSET, NEW YORK, USA, HEREBY REFERRED TO AS THE SELLER.
2. PURCHASOR
TECHNI-LUBE SINGAPORE PTE LTD, TERRACE WAREHOUSE TW-6, JURONG MARINE BASE, 45
SHIPYARD ROAD, SINGAPORE 628136 WILL HEREBY BE REFERRED TO AS THE PURCHASOR
THAT THE PURCHASOR WILL BE THE JOINT OPERATOR OR THE HOSPITAL(S). THE
PURCHASOR IS ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT AND
LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS OF INDONESIA.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER IN
THE TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES INC. TURNKEY HOSPITALS"
SIZE: HOSPITAL 180,000 SQ. FT. SET UP WITH STATED OCCUPANCY OF 140 BEDS. THE
NUMBER OF BEDS WILL VARY IN ACCORDANCE WITH LOCAL AREA REQUIREMENTS FOR
OUTPATIENT SERVICES.
HOSPITALS SHALL CONSIST OF:
PREFABRICATED CONCRETE BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT
OPERATING ROOM EQUIPMENT (4 OPERATING ROOMS)
ICU ROOM WITH FULL MONITORING EQUIPMENT
CCU ROOM WITH FULL MONITORING EQUIPMENT
STERILIZATION LIGHTING FOR AIRBORN BACTERIA
DELIVERY ROOMS (2)
LABOR ROOMS (3)
FULL RADIOLOGY DEPARTMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
WATER TREATMENT SYSTEM
<PAGE>
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD USA
HEALTH PRACTICE CODE: USA
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES:
STAFF TRAINING IN USA
FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES: MAINTENANCE SUPERVISOR
HOUSEKEEPING SUPERVISORS
DIETARY SUPERVISORS
6. WAIVER OF DEPOSIT IN LIEU OF PAYMENT OBLIGATIONS
THE USUAL REQUIREMENT OF DEPOSIT IS HEREBY WAVED IN ACCORDANCE WITH THE
PURCHASOR PROVIDING PAYMENT GUARANTEES FROM AN INTERNATIONALLY RECOGNIZED
BANKING INSTITUTION.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH DEVELOPMENT CORPORATION" CANNOT BE USED IN THE OPERATING NAME
OF THE HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF THE PAYMENT ORDERS, A GLOBAL
HEALTH TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY,
OPERATING STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS FOR
EACH HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH ETC.
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND SELECTION
OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND
PHYSICAL MODEL FOR FINAL APPROVAL.
<PAGE>
10. PAYMENT
UPON PURCHASORS ACCEPTANCE OF FINAL REPORT AND MODEL, ANY CAPITAL
DEFICIENCIES WILL BE ADDED TO THE LAST PAYMENT.
PAYMENT TERMS BY PURCHASOR ARE AS FOLLOWS:
PHASE I: 3 HOSPITALS JAKARTA
(3) HOSPITALS FOR JAKARTA, INDONESIA @ $62,000,000USD EA. PAID BY
PAYMENT GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $186,000,000USD
PHASE II: 1 HOSPITALS BANDUNG
(1) HOSPITALS FOR BANDUNG, INDONESIA @ $62,000,000USD EA.
PAID BY PAYMENT GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $62,000,000USD
TOTAL "TURNKEY REGIONAL HOSPITAL": $248,000,000USD
11. DELIVERY TIME
THERE ARE FOUR (4) HOSPITALS IN THIS CONTRACT. ONE (1) HOSPITALS WILL BE
DELIVERED AND OPENED IN 14 MONTHS FROM THE COMMENCEMENT DATE, ADDITIONAL
HOSPITALS WILL BE DELIVERED WITHIN 18 MONTHS OF THE COMMENCEMENT DATE.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING PROCESS.
AIR TRANSPORTATION, ROOM AND BOARD, AND UNIFORMS ARE THE RESPONSIBILITY OF
THE SELLER.
PERSONNEL EXPENSES AND SALARIES ARE THE EXPENSE OF THE PURCHASOR.
TRAINING SHALL TAKE PLACE AT DESIGNATED LICENSED HOSPITAL FACILITIES. THE
AGGREGATE TRAINING TIME IS 5 MONTHS PER CLASS.
THERE WILL BE THREE CLASSES, EACH TIMED FOR THE DELIVERY OF THE HOSPITAL(S)
FOR THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST SIX (6) MONTHS OF
OPERATION AT THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS THE RESPONSIBILITY OF THE PURCHASOR.
<PAGE>
15. PURCHASOR PROVIDES
LAND
ROAD
FRESH WATER
ELECTRICITY
SEWAGE
16. PRICING
EACH HOSPITAL IS PRICED AT $62,000,000USD INCLUSIVE OF DELIVERY AND
INSTALLATION.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS
OF TECHNICAL COMMITTEE AND/OR PURCHASOR.
17. ADVOCACY
THE WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS ADVOCATES THIS
HUMANITARIAN PROJECT, AND FULLY SUPPORTS ITS IMPLEMENTATION.
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF INDONESIA.
AGREED THIS: MARCH 2, 1999
---------------
DATE
SELLER: /s/ LAWRENCE M. ARTZ
------------------------------------
NEUROTECH DEVELOPMENT CORPORATION
LAWRENCE M. ARTZ, VICE-PRESIDENT
PURCHASOR: /s/ CALVIN V. KING
---------------------------------
TECHNI-LUBE SINGAPORE PTE LTD
CALVIN V. KING, MANAGING DIRECTOR
DATE: MARCH 2, 1999
---------------
<PAGE>
EXHIBIT 10.25
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, A DELAWARE CORPORATION, LOCATED AT 45
ORCHARD STREET, MANHASSET, NEW YORK, USA. HEREBY REFERRED TO AS THE SELLER.
2. PURCHASOR
TECHNI-LUBE SINGAPORE PTE LTD. TERRACE WAREHOUSE TW-6, JURONG MARINE BASE,
45 SHIPYARD ROAD, SINGAPORE 628136 WILL HEREBY BE REFERRED TO AS THE
PURCHASOR THAT THE PURCHASOR WILL BE THE JOINT OPERATOR OR THE HOSPITAL(S).
THE PURCHASOR IS ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT
AND LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS OF
INDONESIA.
2.1 NUMBER OF HOSPITAL UNITS
THERE ARE SIX (6) HOSPITALS IN THIS CONTRACT.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER
IN THE TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES INC. TURNKEY HOSPITALS"
SIZE: HOSPITAL 14,000 SQ. FT. SET UP WITH STATED OCCUPANCY OF 50 BEDS. THE
NUMBER OF BEDS WILL VARY IN ACCORDANCE WITH LOCAL AREA REQUIREMENTS
FOR OUTPATIENT SERVICES.
HOSPITALS SHALL CONSIST OF:
PREFABRICATED STEEL BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT
(STATED IN PUBLICATION AND SUPPLEMENTAL LIST)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD: USA
HEALTH PRACTICE CODE: USA
<PAGE>
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES:
STAFF TRAINING IN USA
FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES: MAINTENANCE SUPERVISOR
HOUSEKEEPING SUPERVISORS
DIETARY SUPERVISORS
6. WAIVER OF DEPOSIT IN LIEU OF PAYMENT OBLIGATIONS
THE USUAL REQUIREMENT OF DEPOSIT IS HEREBY WAVED IN ACCORDANCE WITH THE
PURCHASOR PROVIDING PAYMENT GUARANTEES FROM AN INTERNATIONALLY RECOGNIZED
BANKING INSTITUTION.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH DEVELOPMENT CORPORATION" CANNOT BE USED IN THE OPERATING
NAME OF THE HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF THE PAYMENT ORDERS, A GLOBAL
HEALTH TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY,
OPERATING STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS
FOR EACH HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH
ETC.
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND
SELECTION OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND
PHYSICAL MODEL FOR FINAL APPROVAL.
10. PAYMENT
UPON PURCHASEORS ACCEPTANCE OF FINAL REPORT AND MODEL, ANY CAPITAL
DEFICIENCIES WILL BE ADDED TO THE LAST PAYMENT.
PAYMENT TERMS BY PURCHASOR ARE AS FOLLOWS:
TOTAL: $54,000,000USD
<PAGE>
PHASE I: 3 HOSPITALS BANDUNG
(3) HOSPITALS FOR BANDUNG, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $27,000,000USD
PHASE II: 1 HOSPITALS BANDUNG
(1) HOSPITALS FOR BANDUNG, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $9,000,000USD
PHASE III: 2 HOSPITALS JAKARTA
(2) HOSPITALS FOR JAKARTA, INDONESIA @ $9,000,000USD EA. PAID BY PAYMENT
GUARANTY WITHIN 90 DAYS OF CONTRACT.
TOTAL: $18,000,000USD
TOTAL "TURNKEY REGIONAL HOSPITAL": $54,000,000USD
11. DELIVERY TIME
THERE ARE SIX (6) HOSPITALS IN THIS CONTRACT. THREE (3) HOSPITALS WILL BE
DELIVERED AND OPENED IN 9 MONTHS FROM THE COMMENCEMENT DATE, ADDITIONAL
HOSPITALS WILL BE DELIVERED WITHIN 12 MONTHS OF THE COMMENCEMENT DATE.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING
PROCESS.
AIR TRANSPORTATION, ROOM AND BOARD, AND UNIFORMS ARE THE RESPONSIBILITY OF
THE SELLER.
PERSONNEL EXPENSES AND SALARIES ARE THE EXPENSE OF THE PURCHASOR.
TRAINING SHALL TAKE PLACE AT DESIGNATED LICENSED HOSPITAL FACILITIES. THE
AGGREGATE TRAINING TIME IS 5 MONTHS PER CLASS.
THERE WILL BE THREE CLASSES, EACH TIMED FOR THE DELIVERY OF THE HOSPITAL(S)
FOR THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST SIX (6) MONTHS OF
OPERATION AT THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS THE RESPONSIBILITY OF THE PURCHASOR.
<PAGE>
15. PURCHASOR PROVIDES
LAND
ROAD
FRESH WATER
ELECTRICITY
SEWAGE
CONTRACT 1: PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE)
16. PRICING
EACH HOSPITAL IS PRICED AT $9,000,000USD INCLUSIVE OF DELIVERY AND
INSTALLATION.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND
RECOMMENDATIONS OF TECHNICAL COMMITTEE AND/OR PURCHASOR.
17. ADVOCACY
THE WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS ADVOCATES THIS
HUMANITARIAN PROJECT, AND FULLY SUPPORTS ITS IMPLEMENTATION.
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF INDONESIA.
AGREED THIS: MARCH 2, 1999
-----------------
DATE
SELLER: /S/ LAWRENCE M. ARTZ
------------------------------------
NEUROTECH DEVELOPMENT CORPORATION
LAWRENCE M. ARTZ, VICE-PRESIDENT
PURCHASOR: /S/ CALVIN V. KING
--------------------------------- (SEAL)
TECHNI-LUBE SINGAPORE PTE LTD
CALVIN V. KING, MANAGING DIRECTOR
DATE: MARCH 2, 1999
--------------
<PAGE>
EXHIBIT 10.26
To: Mr. LAWRENCE ARTZ
From: Ms. Lian Ciging, Chairwoman of Board,
Shantou Hongyuan Economic Industry & Trade Co., LTD
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, LOCATED AT 45 ORCHARD STREET, MANHASSET,
NEW YORK, 11030, USA. A REGISTERED DELAWARE CORPORATION HEREBY REFERRED TO AS
THE SELLER.
2. PURCHASOR
THE CHAOSHAN HOSPITAL, HONGYUAN ECONOMIC INDUSTRY TRADE CO. LTD., HEREINAFTER
REFERRED TO AS THE PURCHASOR. THAT THE PURCHASOR WILL BE THE OPERATOR OF THE
HOSPITAL. THE PURCHASOR IS ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE
INTENT AND LEGAL RESPONSIBILITY IN ACCORDANCE WITH THE GOVERNING LAWS OF THE
PEOPLES REPUBLIC OF CHINA.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER IN THE
TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
THIS HOSPITAL WILL BE A COMPLETE TURNKEY TERTIARY CARE FACILITY WITH TRAUMA
CENTER AND WILL BE ERECTED IN 4 PHASES.
SIZE HOSPITAL 2000,000 SQ. FT. SET UP WITH MAX OCCUPANCY OF 500 BEDS
HOSPITALS SHALL CONSIST OF: PREFABRICATED CONCRETE BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT (PER BOOK)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
RADIOLOGY ALL DISCIPLINES
LABORATORY FACILITIES
CARDIOLOGY
ONCOLOGY
NEUROLOGY
ICU
BURN UNIT
MICROSURGERY
OB/GYN
<PAGE>
PEDIATRICS
ORTHOPEDIC
UROLOGY
RESEARCH CENTRE
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD: USA
HEALTH PRACTICE CODE: USA
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES: STAFF TRAINING IN USA
MEDICAL STAFF: FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES ONLY: MAINTENANCE SUPERVISOR
HOUSEKEEPING
DIETARY SUPERVISORS
6. DEPOSIT
NORMAL DEPOSIT REQUIREMENTS ARE HEREBY WAIVED.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH CORPORATION" CANNOT BE USED IN THE OPERATING NAME OF THE
HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF DEPOSIT, GLOBAL HEALTH
TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY, OPERATING
STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS FOR
THE HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH ETC.
TECHNICAL STAFF ADMINISTRATOR WILL REMAIN AND BEGIN INTERVIEWS AND SELECTION
OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
PURCHASOR WILL SUBMIT FINAL PLANS TO THE CHAOYANG MUNICIPAL GOVERNMENT FOR
APPROVAL.
<PAGE>
10. PAYMENT
UPON PURCHASORS ACCEPTANCE OF FINAL REPORT AND MODEL, PURCHASOR BANK WILL
OPEN BANK GUARANTY WITH THE BANK OF CHINA FOR CONSTRUCTION OF THE PROPOSED
HOSPITAL(S).
11. DELIVERY TIME
THERE IS 1 HOSPITAL IN THIS CONTRACT. THE HOSPITAL WILL BE COMPLETED IN 4
PHASES AND PHASE I OPENED 15 MONTHS FROM THE COMMENCEMENT DATE, PHASE II,
OPENED 30 MONTHS FROM THE COMMENCEMENT DATE, PHASE III OPENED 42 MONTHS OF
THE COMMENCEMENT DATE, AND PHASE IV OPENED 48 MONTHS FROM THE COMMENCEMENT
DATE. COMPLETION TIMES MAY BE EFFECTED BY DRAFTING MODIFICATIONS AND
GOVERNMENTAL APPROVALS.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING PROCESS.
AIR TRANSPORTATION, EMPLOYEE SALARIES, MEALS, ARE THE RESPONSIBILITY OF THE
PURCHASOR.
TRAINING SHALL TAKE PLACE AT THE UNIVERSITY OF TEXAS, AT GALVESTON OR ANY
OTHER NEUROTECH AFFILIATED SCHOOL.
THERE WILL BE 4 CLASSES EACH TIMED FOR THE DELIVERY OF THE HOSPITAL PHASE
FOR THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 6 MONTHS OF OPERATION AT
THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS PROVIDED BY THIRD PARTY PROVIDERS, SUCH AS BANKS, INSURANCE
COMPANIES, MORTGAGE COMPANIES, EQUITY INVESTORS AS WELL AS THE EQUITY FUNDS
OF THE PURCHASOR.
15. PURCHASOR PROVIDES
LAND
ROAD
ELECTRICITY
FRESH WATER
SEWAGE
<PAGE>
CONTRACT 1. PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE)
16. PRICING
THIS HOSPITAL IS PRICED AT $85,000,000 USD INCLUSIVE OF DELIVERY AND
INSTALLATION AND TRAINING COSTS.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PURCHASOR.
17. ENDORSEMENTS
THIS HOSPITAL PROJECT HAS BEEN SUBMITTED TO THE WORLD COUNCIL OF PEOPLES FOR THE
UNITED NATIONS FOR ENDORSEMENT AS A HUMANITARIAN PROJECT, AND AS SUCH MAY USE
THIS ENDORSEMENT WHEN SEEKING FINANCING, AND GOVERNMENTAL APPROVAL. THE WORLD
COUNCIL MAINTAINS AN OFFICE IN BEIJING WHOSE ADDRESS APPEARS BELOW;
WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS
INTERNATIONAL HOTEL OFFICE TOWER
SUITE 4022
JIAN GUO MEN WEI
BEIJING, CHINA 100005
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF PEOPLES REPUBLIC
OF CHINA.
19. LOCATIONS
THE HOSPITALS SHALL BE ERECTED IN THE AREA APPROVED BY THE MUNICIPALITY OF
CHAOYANG. MODIFICATIONS IN DESIGN REQUIRED BY GEOGRAPHICAL LOCATION, WILL BE THE
RESPONSIBILITY OF THE PURCHASOR.
SUCH SPECIAL CONDITIONS INCLUDE CONSTANT POWER GENERATION, MEDICAL WASTE
DISPOSAL UNIT, FLOOD PLAN, EARTHQUAKE ETC.
A SEPARATE PUBLIC HEALTH ANALYSIS WILL BE DONE FOR THE AREA.
20. RECOGNIZED AGENTS
THE FOLLOWING AGENTS ARE RECOGNIZED AS AGENTS FOR THE SELLER
GRACE FAME INDUSTRIAL LTD.
6014 HILDER CENTER
2 SUNG PING ST.
HUNGHOM, KOWLOON, HONG KONG
SOPHIA YAO, PRESIDENT
<PAGE>
EXHIBIT 10.27
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, LOCATED AT 45 ORCHARD STREET, MANHASSET, NEW
YORK 11030 USA, A REGISTERED DELAWARE CORPORATION HEREBY REFERRED TO AS THE
SELLER.
2. PURCHASOR
THE XIAN MUNICIPAL GOVERNMENT HEREINAFTER REFERRED TO AS THE PURCHASOR THAT THE
PURCHASOR WILL BE THE OPERATOR OF THE HOSPITAL(S), SENIOR HOUSING CENTERS,
ASSISTED LIVING FACILITY, RECREATION CENTER, EDUCATION CENTER. THE PURCHASOR IS
ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT AND LEGAL RESPONSIBILITY
IN ACCORDANCE WITH THE GOVERNING LAWS OF THE PEOPLES REPUBLIC OF CHINA.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER IN THE
TRAINING PROGRAM OF THE HOSPITAL NAMED IN THIS AGREEMENT. THE SELLER AND THE
PURCHASOR WILL JOINTLY CREATE NEW STANDARDS FOR THE LEVEL OF SENIOR CITIZEN CARE
WHICH ADDRESSES THE HEALTH, NUTRITION, AND CULTURAL NEEDS OF THE POPULATION.
4. DESCRIPTION OF HOSPITAL AND LIVING FACILITIES
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES TURNKEY HOSPITALS".
SIZE HOSPITAL 14,000 SQ FT. SET UP WITH MAX OCCUPANCY OF 80 BEDS MIN OCCUPANCY
60 BEDS. # BEDS WILL VARY IN ACCORDANCE WITH LOCAL AREA REQUIREMENTS FOR
OUTPATIENT SERVICES.
HOSPITALS SHALL CONSIST OF PREFABRICATED STEEL BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT (PER
BOOK)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
CONSTRUCTION STANDARD USA
PHARMACEUTICAL STANDARD USA
EQUIPMENT STANDARD USA
HEALTH PRACTICE CODE USA
<PAGE>
ASSISTED LIVING FACILITIES
THIS BUILDING WILL BE 10,000 SQ METERS, AND WILL PROVIDE GENERAL PREPARATORY
SERVICES FOR AMBULATORY PATIENTS. EACH ROOM WILL BE EQUIPPED WITH BED, BATH, TV,
HEATING AND AIRCON, REFRIGERATOR, SERVICE KITCHEN, AND FULL HANDICAPPED ACCESS
AND AMENITIES. THIS BUILDING WILL BE CONSTRUCTED IN ACCORDANCE WITH THE
STANDARDS OF THE PEOPLE'S REPUBLIC OF CHINA.
SKILLED NURSING FACILITIES
THIS BUILDING WILL BE 10,000 SQ METERS AND WILL PROVIDE SERVICES FOR PATIENTS
WHO ARE NOT SELF SUFFICIENT AND REQUIRE 24 HOURS CARE AND ASSISTANCE. THE
FACILITY WILL CONTAIN FULL DIETARY DEPARTMENT INCLUSIVE OF KITCHEN, DINING ROOM,
AND RECREATION AREAS WHICH INCLUDE AUDITORIUM, GAME ROOM AND CRAFTS AREAS, AS
WELL AS PHYSICAL THERAPY, SHOWERS AND BATH.
SENIOR HOUSING
THIS BUILDING SHALL BE 10,000 SQ METERS, AND SHALL CONTAIN 200 SERVICE
APARTMENTS FOR SENIOR CITIZENS WHO ARE INDEPENDENT AND IN GOOD HEALTH WHO NEED
NO ASSISTANCE EXCEPT FOR THE PROVISION OF HEALTHCARE, NUTRITION, AND RECREATION.
DORMATORIES
A DORMITORY IS TO BE CONSTRUCTED FOR WORKING STAFF. THE PRELIMINARY SIZE IS
ESTIMATED AT 10,000 SQ METERS.
5. SERVICES PROVIDED BY SELLER
ANCILLIARY SERVICES STAFF TRAINING IN USA
MEDICAL STAFF FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES ONLY MAINTENANCE SUPERVISOR
HOUSEKEEPING
DIETARY SUPERVISORS
6. DEPOSIT
NORMAL DEPOSIT REQUIREMENTS ARE HEREBY WAIVED
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH" AND
"NEUROTECH CORPORATION" CANNOT BE USED IN THE OPERATING NAME OF THE HOSPITAL.
<PAGE>
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND INITIAL PAYMENT, NEUROTECH TECHNICAL TEAM
WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY, OPERATING STUDY, AND PREPARE
FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
SUCH STUDIES WILL INCLUDE CONFIGURATION OF SENIOR HOUSING, ASSISTED LIVING
FACILITIES SKILLED NURSING FACILITY, AND ACUTE CARE HOSPITAL AS WELL AS
RECREATION AND EDUCATION FACILITIES.
TECHNICAL STAFF ADMINISTRATOR WILL REMAIN AND BEGIN INTERVIEWS AND SELECTION OF
HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND PHYSICAL
MODEL FOR FINAL APPROVAL.
OPERATING LICENSES AND PERMITS ARE THE RESPONSIBILITY OF THE PURCHASOR.
10. PAYMENT
UPON PURCHASORS ACCEPTANCE OF FINAL REPORT AND MODEL, PURCHASORS BANK WILL
OPEN BANK GUARANTY WITH THE BANK OF CHINA FOR CONSTRUCTION OF THE PROPOSED
HOSPITALS, SENIOR HOUSING, DORMITORY, ASSISTED LIVING CENTER.
11. DELIVERY TIME
THERE IS 1 HOSPITAL IN THIS CONTRACT PLUS 1 ASSISTED LIVING FACILITY, PLUS ONE
SKILLED NURSING FACILITY, PLUS ONE DORMITORY, PLUS ONE SENIOR HOUSING UNIT ALL
OF WHICH WILL BE COMPLETED WITHIN 48 MONTHS FROM THE RECEIPT OF THE INITIAL
PAYMENT.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING PROCESS
AIR TRANSPORTATION, EMPLOYEE SALARIES, MEALS, ARE THE RESPONSIBILITY OF THE
PURCHASOR
TRAINING SHALL TAKE PLACE AT THE UNIVERSITY OF TEXAS, AT GALVESTON, OR ANY OTHER
NEUROTECH AFFILIATED SCHOOL.
THERE WILL BE 3 CLASSES, EACH TIMED FOR THE DELIVERY OF THE RESPECTIVE BUILDING
OR MEDICAL FACILITY.
<PAGE>
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 6 MONTHS OF OPERATION AT
THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS PROVIDED TO THE MUNICIPALITY THROUGH THIRD PARTY PROVIDERS, SUCH AS
BANKS, INSURANCE COMPANIES, MORTGAGE COMPANIES EQUITY INVESTORS IN ADDITION TO
THE USAGE OF THE CAPITAL ALLOCATION OF THIS PROJECT IN THE MUNICIPAL BUDGET.
15. PURCHASOR PROVIDES
LAND
ROAD
ELECTRICITY
FRESH WATER
SEWAGE
CONTRACT 1 PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE).
16. PRICING
EACH HOSPITAL IS PRICED AT $15,000,000 USD INCLUSIVE OF DELIVERY AND
INSTALLATION AND TRAINING COSTS
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PURCHASOR.
ASSISTED LIVING FACILITY IS PRICED AT $7,500,000 USD
SKILLED NURSING FACILITY IS PRICED AT $10,000,000 USD
SENIOR HOUSING FACILITY IS PRICED AT $6,000,000 USD
DORMITORY IS PRICED AT $5,000,000 USD
ANCILLARY SERVICES INCLUDING EDUCATION AND RECREATION CENTRE PRICED AT
$3,000,000
TOTAL PROJECTED COST $43,500,000 USD (348,000,000 RMB)
17. ENDORSEMENTS
THIS HOSPITAL PROJECT HAS BEEN SUBMITTED TO THE WORLD COUNCIL OF PEOPLES FOR THE
UNITED NATIONS FOR ENDORSEMENT AS A HUMANITARIAN PROJECT AND AS SUCH MAY USE
THIS ENDORSEMENT WHEN SEEKING FINANCING AND GOVERNMENTAL APPROVAL.
<PAGE>
WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS MAINTAINS AN OFFICE IN BEIJING
WHOSE ADDRESS APPEARS BELOW.
WORLD COUNCIL OF PEOPLES FOR THE UNITED NATIONS
INTERNATIONAL HOTEL OFFICE TOWER SUITE 4022
JIAN GUO MEN WEI
BEIJING, CHINA 100005
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF PEOPLES REPUBLIC
OF CHINA.
19. LOCATIONS
THE HOSPITALS SHALL BE LOCATED IN THE AREAS AS DIRECTED BY THE MUNICIPALITY OF
XIAN. MODIFICATIONS IN DESIGN REQUIRED BY GEOGRAPHICAL LOCATION WILL BE THE
RESPONSIBILITY OF THE PURCHASOR.
SUCH SPECIAL CONDITIONS INCLUDE CONSTANT POWER GENERATION, MEDICAL WASTE
DISPOSAL UNIT, FLOOD PLANE, EARTHQUAKE ETC.
A SEPARATE PUBLIC HEALTH ANALYSIS WILL BE DONE FOR EACH AREA
20. RECOGNIZED AGENTS
THE FOLLOWING AGENTS ARE RECOGNIZED AS AGENTS FOR THE SELLER.
GRACE FAME INDUSTRIAL LTD
601-4 HILDER CENTER
2 SUNG PING ST.
<PAGE>
SO WE HEREBY COMPLETE THIS AGREEMENT AND SET FORTH OUR SIGNATURES ON THIS
DATE
AGREED /s/
THIS ____________________________
/s/ LAWRENCE M. ARTZ
SELLER __________________________ DATE 11-19-99
NEUROTECH DEVELOPMENT CORPORATION
LAWRENCE M. ARTZ MANAGING DIRECTOR
/s/
PURCHASOR __________________________ DATE 11-1-99
XIAN MUNICIPAL GOVERNMENT
/s/
AGENT __________________________ DATE 11-18-99
GRACE FAME INDUSTRIAL LTD
<PAGE>
EXHIBIT 10.28
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
NEUROTECH DEVELOPMENT CORPORATION, LOCATED AT 45 ORCHARD STREET, MANHASSET, NEW
YORK, 11030, USA, A REGISTERED DELAWARE CORPORATION HEREBY REFERRED TO AS THE
SELLER.
2. PURCHASOR
THE ZHEN JIANG PROVINCE RIYUE MING ECONOMIC AND TRADE CO. LTD. HEREINAFTER
REFERRED TO AS THE PURCHASOR.
THAT THE PURCHASOR WILL BE THE OPERATOR OF THE HOSPITAL(S), THE PURCHASOR IS
ENTERING INTO THIS AGREEMENT WITH FULL CORPORATE INTENT AND LEGAL RESPONSIBILITY
IN ACCORDANCE WITH THE GOVERNING LAWS OF THE PEOPLES REPUBLIC OF CHINA.
3. QUALITY STANDARDS
THE PURCHASOR WILL MAINTAIN THE QUALITY STANDARDS SET FORTH BY THE SELLER IN THE
TRAINING PROGRAM OF THE HOSPITALS NAMED IN THIS AGREEMENT.
4. DESCRIPTION OF HOSPITALS
A 200 BED ACUTE CARE FACILITY WITH FULL OUTPATIENT DEPARTMENTS AND SERVICES AS
WELL AS EMERGENCY SERVICES, AND EDUCATION CENTRE. THIS HOSPITAL WILL ACT IN
CONJUNCTION WITH AND AS PART OF A MEDICAL COLLEGE SYSTEM, WITH A QUALIFIED
TRAUMA CENTRE.
SIZE: 150,000 SQ FEET
NUMBER OF BEDS: 200
STRUCTURE: PREFABRICATED CONCRETE
ALL ACUTE CARE DEPARTMENTS: RADIOLOGY
EMERGENCY
ONCOLOGY
NEUROLOGY
ORTHOPEDIC
OBSTETRIC
GYNECOLOGY
PEDIATRIC
SURGERY
UROLOGY
INTERNAL MEDICINE
CARDIOLOGY
LABORATORY
OPERATING SYSTEMS: ACCOUNTING
PURCHASING
MEDICAL RECORDS
<PAGE>
"GLOBAL HEALTH ENTERPRISES TURN KEY HOSPITALS" AS PRESENTED IN PUBLICATION
TITLED "GLOBAL HEALTH ENTERPRISES TURNKEY HOSPITALS" TO ACT AS SATELLITE
HOSPITALS IN THE SURROUNDING AREAS.
SIZE: HOSPITAL 14,000 SQ. FT. SET UP WITH MAX OCCUPANCY OF 80 BEDS
MIN OCCUPANCY 50 BEDS. # BEDS WILL VARY IN ACCORDANCE WITH LOCAL
AREA REQUIREMENTS FOR OUTPATIENT SERVICES
HOSPITALS SHALL CONSIST OF: PREFABRICATED STEEL BUILDINGS
ALL DIAGNOSTIC AND LABORATORY EQUIPMENT (PER BOOK)
OPERATING ROOM EQUIPMENT
EMERGENCY ROOM EQUIPMENT
PHARMACY EQUIPMENT
ALL PHARMACEUTICALS
ALL MEDICAL DISPOSABLES
COMPUTERIZED BILLING AND ACCOUNTING SYSTEMS
MEDICAL RECORDS SYSTEMS
CONSTRUCTION STANDARD: USA
PHARMACEUTICAL STANDARD: USA
EQUIPMENT STANDARD: USA
HEALTH PRACTICE CODE: USA
5. SERVICES PROVIDED BY SELLER
ANCILLARY SERVICES: STAFF TRAINING IN USA
MEDICAL STAFF: FULL MEDICAL STAFF
LABORATORY STAFF
ADMINISTRATIVE STAFF
SUPPORT SERVICES ONLY: MAINTENANCE SUPERVISOR
HOUSEKEEPING
DIETARY SUPERVISORS
6. DEPOSIT
NORMAL DEPOSIT REQUIREMENTS ARE HEREBY WAIVED.
7. NON EXCLUSIVITY
THE HOSPITALS ARE SOLD ON A NON EXCLUSIVE BASIS. THE NAMES "GLOBAL HEALTH"
AND "NEUROTECH CORPORATION" CANNOT BE USED IN THE OPERATING NAME OF THE
HOSPITAL.
8. CONTRACTUAL ORDER OF PROCEDURES
UPON EXECUTION OF THIS CONTRACT AND RECEIPT OF DEPOSIT, GLOBAL HEALTH
TECHNICAL TEAM WILL ARRIVE AT SITE, BEGIN PUBLIC HEALTH STUDY, OPERATING
STUDY, AND PREPARE FINAL REPORT AND FINAL BUDGETARY PROPOSAL.
THIS REPORT SHALL CONSIST OF RECOMMENDED FINAL CONFIGURATION AND DRAWINGS FOR
EACH HOSPITAL, DEPENDENT ON POPULATION, SERVICE AREA, PUBLIC HEALTH ETC.
<PAGE>
TECHNICAL STAFF ADMINISTRATOR, WILL REMAIN AND BEGIN INTERVIEWS AND
SELECTION OF HOSPITAL STAFF WITH PURCHASOR.
9. APPROVALS REQUIRED
SELLER WILL PROVIDE PURCHASOR WITH FINAL REPORT, BUDGETARY SCHEME, AND
PHYSICAL MODEL FOR FINAL APPROVAL.
10. PAYMENT
UPON PURCHASORS ACCEPTANCE OF FINAL REPORT AND MODEL, PURCHASOR'S BANK WILL
OPEN BANK GUARANTY WITH THE BANK OF CHINA FOR CONSTRUCTION OF THE PROPOSED
HOSPITAL(S).
11. DELIVERY TIME
THERE IS 1 ACUTE CARE HOSPITAL IN THIS CONTRACT AND 3 MODULAR HOSPITALS
WHICH WILL BE DELIVERED AND OPENED IN ACCORDANCE WITH THE FINAL SCHEDULES
SET FORTH BY MUTUAL AGREEMENT BETWEEN THE PURCHASOR AND THE SELLER.
12. TRAINING
STAFF TRAINING SHALL COMMENCE AT THE BEGINNING OF THE MANUFACTURING PROCESS.
AIR TRANSPORTATION, EMPLOYEE SALARIES, MEALS, ARE THE RESPONSIBILITY OF THE
PURCHASOR.
TRAINING SHALL TAKE PLACE AT THE UNIVERSITY OF TEXAS, AT GALVESTON, OR ANY
OTHER NEUROTECH AFFILIATED SCHOOL.
THERE WILL BE 3 CLASSES, EACH TIMED FOR THE DELIVERY OF THE HOSPITAL(S) FOR
THAT PERIOD.
13. ADMINISTRATOR
AN AMERICAN ADMINISTRATOR WILL REMAIN FOR THE FIRST 6 MONTHS OF OPERATION AT
THE EXPENSE OF THE SELLER.
14. FINANCING
FINANCING IS PROVIDED BY THIRD PARTY PROVIDERS, SUCH AS BANKS, INSURANCE
COMPANIES, MORTGAGE COMPANIES, EQUITY INVESTORS IN ACCORDANCE WITH THE TERMS
OF THE BANK GUARANTY.
<PAGE>
15. PURCHASOR PROVIDES
LAND
ROAD
ELECTRICITY
FRESH WATER
SEWAGE
CONTRACT 1: PURCHASOR WILL PLACE HOSPITALS (MINIMUM 1 HECTARE/SITE)
16. PRICING
THE 200 BED ACUTE CARE FACILITY IS PRICED AT $50,000,000 USD.
EACH MODULAR HOSPITAL IS PRICED AT $15,000,000 USD INCLUSIVE OF DELIVERY AND
INSTALLATION, AND TRAINING COSTS. THERE ARE 3 UNITS TOTALLING $45,000,000.
PRICING MAY VARY IN ACCORDANCE WITH FINAL SPECIFICATIONS AND RECOMMENDATIONS OF
TECHNICAL COMMITTEE AND/OR PURCHASOR.
TOTAL PRICE OF THIS PROJECT FOR (4) HOSPITALS IS $95,000,000 USD.
17. ENDORSEMENTS
THIS HOSPITAL PROJECT HAS BEEN SUBMITTED TO THE UNITED NATIONS WORLD COUNCIL OF
PEOPLES FOR ENDORSEMENT AS A HUMANITARIAN PROJECT, AND AS SUCH MAY USE THIS
ENDORSEMENT WHEN SEEKING FINANCING, AND GOVERNMENTAL APPROVAL.
18. GOVERNING LAW
THIS CONTRACT SHALL BE DEEMED VALID AND SUBJECT TO THE LAWS OF PEOPLES REPUBLIC
OF CHINA.
19. LOCATIONS
THE HOSPITALS SHALL BE LOCATED IN THE AREAS DIRECTED BY THE MUNICIPALITY OF
HANGZHOU. MODIFICATIONS IN DESIGN REQUIRED BY GEOGRAPHICAL LOCATION, WILL BE THE
RESPONSIBILITY OF THE PURCHASOR.
SUCH SPECIAL CONDITIONS INCLUDE, CONSTANT POWER GENERATION, MEDICAL WASTE
DISPOSAL UNIT, FLOOD PLANE, EARTHQUAKE ETC.
A SEPARATE PUBLIC HEALTH ANALYSIS WILL BE DONE FOR EACH AREA.
20. RECOGNIZED AGENTS
THE FOLLOWING AGENTS ARE RECOGNIZED AS AGENTS FOR THE SELLER:
<PAGE>
21. TERM OF PROJECT
THIS PROJECT IS ESTIMATED TO TAKE 3 YEARS TO COMPLETE FROM THE DATE OF INITIAL
CONTRACT PAYMENT.
SO WE HEREBY COMPLETE THIS AGREEMENT AND SET FORTH OUR SIGNATURES ON THIS DATE.
AGREED
SELLER: /s/ LAWRENCE M. ARTZ DATE: 24 OCTOBER 99
--------------------------------- -------------------
NEUROTECH DEVELOPMENT CORPORATION
LAWRENCE M. ARTZ, VICE PRESIDENT
PURCHASOR: /s/ HUANG TANG SENG DATE: 24 OCTOBER 99
------------------------------ -------------------
ZHEN JIANG PROVINCE RIYUEMING
ECONOMIC AND TRADE CO LTD
HUANG TANG SENG, VICE GENERAL
MANAGER
AGENT: /s/ SOPHIA YAO LIU DATE: 24 OCTOBER 99
---------------------------------- -------------------
GRACE FAME INDUSTRIAL LTD
SOPHIA YAO LIU, PRESIDENT
<PAGE>
Zhen Jiang Province, Riyueming Economic and Trade Co. Ltd.
56-1 4th Section, Chaohui, Hangzhou, Zhijiang, People Republic of China
October 27, 1999 Hangzhou
Dear Mr. Artz,
Please to confirm that feasibility report from Neurotech Co. have been accepted.
We plan to issue bank guaranty in period follow the Chinese New Year.
No model required for payment. Model and drawings only for authorities
registration.
We look to see you and Mr. Steve in Hangzhou in next month.
Respectfully,
Huang Tang-Sheng, Vice General Manager
<PAGE>
EXHIBIT 10.29
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
Neurotech Development Corporation, located at 45 Orchard Street Manhasset, NY
11030, USA, a registered Delaware Corporation hereby referred to as the
Seller.
2. PURCHASER
The People's Government of Jiading Shanghai hereinafter referred to as the
Purchaser. That the purchaser will be the operator of the hospital(s), the
Purchaser is entering into this Agreement with full corporate intent and
legal responsibility in accordance with the governing laws of The People's
Republic of China.
3. QUALITY STANDARDS
The Purchaser will maintain the quality standards set forth by the Seller in
the training program of the hospitals named in this Agreement.
4. DESCRIPTION OF HOSPITALS
A 80 bed acute care facility with full outpatient departments and services as
well as emergency services and education centre. This hospital will act in
connection with and as part of a tertiary hospital with a qualified trauma
center, through direct computer and data access.
Size: 14,000 Sq. Ft.
Number of beds: 80
Structure: Prefabricated Steel
All acute care departments: Radiology
Emergency
Oncology
Neurology
Orthopedic
Obstetric
Gynecology
Pediatric
Surgery
Urology
Internal Medicine
Cardiology
Laboratory
<PAGE>
Operating Systems: Accounting
Purchasing
Medical Records
"Global Health Enterprises Turn Key Hospitals" as presented in publication
titled Global Health Enterprises Turnkey Hospitals to act as satellite
hospitals in the surrounding areas.
Hospitals shall consist of: Prefabricated steel buildings
All diagnostic and laboratory equipment
(per book)
Operating room equipment
Emergency room equipment
Pharmacy equipment
All Pharmaceuticals
All medical disposables
Computerized billing and accounting systems
Medical records systems
Construction standard: USA
Pharmaceutical standard: USA
Equipment standard: USA
Health practice code: USA
5. SERVICES PROVIDED BY SELLER
Ancillary services: Staff training in USA
Medical staff: Full medical staff
Full laboratory staff
Administrative staff
Support services only: Maintenance supervisor
Housekeeping
Dietary supervision
6. DEPOSIT
Normal deposit requirements are hereby waived.
7. NON EXCLUSIVITY
The hospitals are sold on a non exclusive basis. The names "Global Health",
"Neurotech Corporation" cannot be used in the operating name of the hospital.
<PAGE>
8. CONTRACTUAL ORDER OF PROCEDURES
Upon execution of this contract and receipt of first payment, Global Health
Technical team will arrive at site, begin public health study, operating
study, and prepare final report and final budgetary proposal. The report
will consist of recommended final configuration and drawings for each
hospital, dependent on population, service area, public health etc.
Technical staff administrator, will remain and begin interviews and
selection of hospital staff with purchaser.
9. APPROVALS REQUIRED
Seller will provide purchaser with final report, budgetary scheme, and
physical model for final approval within 30 days of receipt of first
payment.
10. PAYMENT
Upon purchasers acceptance of this contract, purchaser's bank will open bank
Guaranty with the Bank of China for construction of the proposed
hospital(s). Such bank guarantees will be in the increments of $15,000,000
USD. Such issuance will be in accordance with the budgets and budgetary
times required by the government for such capital projects.
11. DELIVERY TIME
There is one tertiary care hospital in this contract and which will be
delivered and opened in accordance with the final schedules set forth by
mutual agreement between the purchasor and the seller.
It is anticipated that this project will be completed in phases over a
period of 3 years.
12. TRAINING
Staff training shall commence at the beginning of the manufacturing process.
Air transportation, employee salaries, meals, are the responsibility of the
purchaser.
Training shall take place at the University of Texas, at Galveston, or any
other Neurotech affiliated school.
There will be 2 classes each timed for the delivery of the hospitals for
that period.
<PAGE>
13. ADMINISTRATOR
An American administrator will remain for the first 6 months of operation at
the expense of the Seller.
14. FINANCING
Financing is provided in accordance with the terms of the Bank Guaranty.
15. PURCHASER PROVIDES
Land
Road
Electricity
Fresh Water
Sewage
Contract Purchasor will place hospitals on (minimum 1 hectare/site each)
16. PRICING
The 80 bed acute care facility is priced at $12,000,000 USD
Pricing may vary in accordance with final specifications and recommendations
of technical committee and/or Purchaser.
Total price of this project for hospital is $24,000,000 USD.
17. ENDORSEMENTS
This hospital project has been submitted to The World Council of Peoples For
The United Nations as a humanitarian project and as such may use this
recognition when seeking financing and governmental approval.
18. GOVERNING LAW
This contract shall be deemed valid and subject to the laws of The Peoples
Republic of China.
<PAGE>
19. LOCATIONS
The hospitals shall be located in the areas as directed by the municipality
of Hangzhou. Modifications in design required by geographical location, will
be the responsibility of the Purchasor.
Such special conditions include constant power generation, medical waste
disposal unit, flood, plane, earthquake, etc.
A separate public health analysis will be done for each area.
20. RECOGNIZED AGENTS
The following agents are recognized as agents for the Seller.
Grace Fame Industrial Ltd.
601-4 Hilder Center
2 Sung Ping St.
Hung Hom, Hong Kong
Sophia Yao, President
21. TERM OF PROJECT
This Project is estimated to take 3 years to complete from the date of
initial contract payment.
So we hereby complete this agreement and set forth our signatures on this
date.
AGREED
Seller: /s/ Lawrence Artz Date: 11-4-99
----------------------------------------- -------------
Neurotech Development Corporation
Lawrence Artz, Vice President
Purchaser: /s/ Date: 7-11-99
-------------------------------------- -------------
Public Health Bureau of Jiading Shanghai
Agent: /s/ Date: 7-11-99
-------------------------------------- -------------
Grace Fame Industrial Ltd.
Sophia Yao, President
<PAGE>
EXHIBIT 10.30
TURNKEY HOSPITAL PURCHASE AGREEMENT
1. SELLER
Neurotech Development Corporation, located at 45 Orchard Street
Manhasset, NY 11030, USA, a registered Delaware Corporation hereby
referred to as the Seller.
2. PURCHASER
The People's Government of Jiading Shanghai hereinafter referred to as
the Purchaser. That the purchaser will be the operator of the
hospital(s), the Purchaser is entering into this Agreement with full
corporate intent and legal responsibility in accordance with the
governing laws of The People's Republic of China.
3. QUALITY STANDARDS
The Purchaser will maintain the quality standards set forth by the
Seller in the training program of the hospitals named in this Agreement.
4. DESCRIPTION OF HOSPITALS
A 600 bed acute care facility with full outpatient departments and
services as well as emergency services and education centre. This
hospital will act in connection with and as part of a medical college
system with a qualified trauma centre.
Size: 150,000 Sq. Ft
Number of beds: 600
Structure: Prefabricated Concrete
All acute care departments: Radiology
Emergency
Oncology
Neurology
Orthopedic
Obstetric
Gynecology
Pediatric
Surgery
Urology
Internal Medicine
Cardiology
Laboratory
<PAGE>
Operating Systems: Accounting
Purchasing
Medical Records
"Global Health Enterprises Turn Key Hospitals" as presented in
publication titled Global Health Enterprises Turnkey Hospitals
to act as satellite hospitals in the surrounding areas.
Hospitals shall consist of: Prefabricated concrete building
All diagnostic and laboratory
equipment (per book)
Operating room equipment
Emergency room equipment
Pharmacy equipment
All Pharmaceuticals
All medical disposables
Computerized billing and
accounting systems
Medical records systems
Construction standard: USA
Pharmaceutical standard: USA
Equipment standard: USA
Health practice code: USA
5. SERVICES PROVIDED BY SELLER
Ancillary services: Staff training in USA
Medical staff: Full medical staff
Full laboratory staff
Administrative staff
Support services only: Maintenance supervisor
Housekeeping
Dietary supervisors
6. DEPOSIT
Normal deposit requirements are hereby waived.
7. NON EXCLUSIVITY
The hospitals are sold on a non exclusive basis. The names
"Global Health", "Neurotech Corporation" cannot be used in the
operation name of the hospital.
<PAGE>
8. CONTRACTUAL ORDER OF PROCEDURES
Upon execution of this contract and receipt of first payment, Global
Health Technical team will arrive at site, begin public health study,
operating study, and prepare final report and final budgetary proposal.
The report shall consist of recommended final configuration and drawings
for each hospital, dependent on population, service area, public health
etc.
Technical staff administrator, will remain and begin interviews and
selection of hospital staff with purchaser.
9. APPROVALS REQUIRED
Seller will provide purchaser with final report, budgetary scheme, and
physical model for final approval within 30 days of receipt of first
payment.
10. PAYMENT
Upon purchasers acceptance of this contract, purchaser's bank will open
bank Guaranty with the Bank of China for construction of the proposed
hospital(s). Such bank guarantees will be in the increments of
$15,000,000 USD. Such issuance will be in accordance with the budgets
and budgetary times required by the government for such capital
projects.
11. DELIVERY TIME
There is one tertiary care hospital in this contract and which will be
delivered and opened in accordance with the final schedules set forth by
mutual agreement between the purchasor and the seller.
It is anticipated that this project will be completed in phases over a
period of 3 years.
12. TRAINING
Staff training shall commence at the beginning of the manufacturing
process. Air transportation, employee salaries, meals, are the
responsibility of the purchaser.
Training shall take place at the University of Texas, at Galveston, or
any other Neurotech affiliated school.
There will be 3 classes each timed for the delivery of the hospitals for
that period.
<PAGE>
13. ADMINISTRATOR
An American administrator will remain for the first 6 months of
operation at the expense of the Seller.
14. FINANCING
Financing is provided in accordance with the terms of the Bank Guaranty.
15. PURCHASER PROVIDES
Land
Road
Electricity
Fresh Water
Sewage
Contract Purchasor will place hospitals (minimum 5 hectare/site)
16. PRICING
The 600 bed acute care facility is priced at $55,000,000 USD
Pricing may vary in accordance with final specifications and
recommendations of technical committee and/or Purchaser.
Total price of this project for hospital is $55,000,000 USD.
17. ENDORSEMENTS
This hospital project has been submitted to The World Council of Peoples
For The United Nations as a humanitarian project and as such may use
this recognition when seeking financing and governmental approval.
18. GOVERNING LAW
This contract shall be deemed valid and subject to the laws of The
Peoples Republic of China.
19. LOCATIONS
The hospitals shall be located in the areas as directed by the
municipality of Hangzhou. Modifications in design required by
geographical location, will be the responsibility of the Purchasor.
<PAGE>
Such special conditions include constant power generation, medical waste
disposal unit, flood, plane, earthquake, etc.
A separate public health analysis will be done for each area.
20. RECOGNIZED AGENTS
The following agents are recognized as agents for the Seller.
Grace Fame Industrial Ltd.
601-4 Hilder Center
2 Sung Ping St.
Hung Hom, Hong Kong
Sophia Yao, President
21. TERM OF PROJECT
This Project is estimated to take 3 years to complete from the date of
initial contract payment.
So we hereby complete this agreement and set forth our signatures on
this date.
AGREED
Seller: /s/ Date: 11-4-99
--------------------------------- ------------------
Neurotech Development Corporation
Lawrence Artz, Vice President
Purchaser: /s/ Date: 7-11-99
---------------------------------------- ------------------
Public Health Bureau of Jiading Shanghai
Agent: /s/ Date: 7-11-99
----------------------------------- ------------------
Grace Fame Industrial Ltd.
Sophia Yao, President
<PAGE>
EXHIBIT 10.31
NEUROTECH
NEUROTECH DEVELOPMENT CORPORATION / 45 ORCHARD ST.
MANHASSET NY 11030
Tel. (516) 869-9663 Fax. (516) 869-9667
May 20, 1999
Mr. John Capasso
American International Medical Resources Inc.
PO Box 686
West Peterson, NJ 07424
Re: Residential Health Care Inc.
Dear Mr. Capasso,
This is to confirm our arrangement with American International Medical Resources
Inc., (AIM) regarding the acquisition of Residential Health Care Inc., (RHC).
AIM has an agreement to purchase 100% of RHC for the sum of $8,000,000 USD.
Neurotech can purchase 55% of AIM for $4,100,000 USD.
If you are in agreement with the above please sign below.
Thank you.
/s/ Bernard Artz /s/ John R. Capasso
- ------------------------- ---------------------------
Bernard Artz, Chairman John R. Capasso, President
Neurotech Development Corp. American International
Medical Resources, Inc.
<PAGE>
AIM
AMERICAN INTERNATIONAL MEDICAL RESOURCES, INC.
P.O. Box 686, West Paterson, NJ 07424
Tel. (973) 812-7979 . Fax. (973) 812-7977
July 30, 1999
Mr. Bernard Artz, Chairman
Neurotech Development Corp.
45 Orchard St.
Manhasset, NY 11030
Re: Letter of Understanding - Stock Purchase for 60% of American
International Medical Resources, Inc. by Neurotech
Development Corp.
Dear Bernard:
The purpose of this letter is to set forth the terms and conditions of our
mutually agreed upon understanding for the conversion of sixty percent (60%) of
the issued and outstanding shares of common stock of American International
Medical Resources, Inc. ("AIM") by Neurotech Development Corp. ("NURO") from the
following individuals: Robert Finkle, John Capasso, John Zubak and Harvey
Mitgang.
WHEREAS, these individuals warrant that they collectively own sixty percent
(60%) of issued and outstanding shares of AIM common stock;
WHEREAS, these individuals are desirous of tendering such shares of AIM
common stock, and
WHEREAS, NURO is desirous of acquiring such shares of AIM common stock from
said individuals;
NOW, THEREFORE, it is agreed by the parties hereto, in and for
consideration of their mutual promises that:
1. Robert Finkle, John Capasso, John Zubak and Harvey Mitgang collectively
own, and hereby agree to tender the sum of 1,500,000 unencumbered shares
of AIM common stock to NURO.
2. NURO hereby agrees to issue, 10,000,000 shares of common stock to Robert
Finkle, John Capasso, John Zubak and Harvey Mitgang collectively.
3. NURO agrees to affirm certain employment and compensation arrangements
currently in effect with AIM officers and directors.
<PAGE>
Mr. Bernard Artz, Chmn.
Letter of Understanding
Page 2 of 2
4. NURO agrees to use its best efforts to expedite the authorization of
additional shares of its common stock in order to consummate this
transaction.
5. NURO agrees to provide AIM with a copy of a Board of Directors
resolution confirming and authorizing this transaction.
6. NURO agrees to appoint one (1) member of the AIM Board of Directors to
its Board.
We appreciate this opportunity to participate in and contribute to the
future of Neurotech.
If the foregoing is acceptable to you, kindly sign in the place set forth
below and return it by facsimile 973-812-7977, or mail to the above address.
Very Truly Yours,
/s/ John R. Capasso
----------------------------
John R. Capasso
President
Agreed to and accepted by: /s/ Bernard Artz - Chairman
Date: 07-30-99
<PAGE>
EXHIBIT 21
Subsidiaries of the Registrant
Name State of Incorporation
- ---- ----------------------
Neuroscientific Corporation Delaware
Global Health Enterprises, Inc. Delaware
Doctors4Doctors, Inc. Delaware
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