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DAOU SYSTEMS, INC.
10360 Sorrento Valley Road
San Diego, California 92121
(619) 452-2221
Terms and Conditions of Turn-Key Implementation
Contract #MM
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CUSTOMER NAME : Mercy Information Systems
ADDRESS : 34605 Twelve Mile Road
CITY/STATE/ZIP : Farmington Hills, MI 48331
CONTRACT # : MM
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This Principal Agreement, the term effective June 28, 1995, through [*], by and
between DAOU Systems, Inc., (hereinafter referred to as "DAOU"), and MERCY
INFORMATION SYSTEMS, an assumed name of Mercy Health Services (MHS), a Michigan
non-profit corporation with its principal place of business, defined above,
("MIS") hereinafter referred to as ("CUSTOMER") sets forth the promises of the
parties with respect to the products and services of DAOU which are described in
the Principal Agreement. The parties hereto agree as follows:
SCOPE OF PRINCIPAL AGREEMENT
CUSTOMER and DAOU agree that CUSTOMER shall be entitled to procure the products
and services made available under the Principal Agreement for the benefit of the
Participating Clients and their respective Affiliates as defined below, which
CUSTOMER may elect to submit to DAOU during the term of this Principal
Agreement. Each such Participating Client Contract, in conjunction with this
Principal Agreement, shall constitute the sole and exclusive agreement between
DAOU and CUSTOMER with respect to the subject Participating Client and its
Affiliates for whom the goods and/or services are being procured.
"Affiliate", shall mean any healthcare provider associated with MHS. For
purposes of this Agreement, associated is defined to mean having admitting
privileges to a MHS facility or being involved in referral activities to a MHS
facility or being involved in referral activities to a MHS facility or
participating with a MHS sponsored managed care program or product.
In the case of DAOU, the term "Affiliate" shall mean any entity in which DAOU
has, directly or indirectly, a controlling interest.
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"Authorized Client" shall mean (1) any acute or non-acute health care provider
division or subsidiary of Mercy Health Services, a Michigan non-profit
corporation with its principal place of business located at 34605 Twelve Mile
Road, Farmington Hills, Michigan 48331 ("MHS") existing on the effective date of
this Principal Agreement; and (2) any non-acute health care provider division or
subsidiary of MHS which is formed during the term of this Principal Agreement in
any manner, including, but not limited to, merger, acquisition, consolidation,
incorporation, joint venture and reorganization ("Formed"), and (3) any acute
health care provider division or subsidiary of MHS which is Formed during the
term of this Principal Agreement; and (4) any acute or non-acute health care
organization in which MHS has any ownership interest; and (5) any entity
existing or Formed to provide administrative support including, but not limited
to physician practices, in which MHS has any ownership interest.
"Participating Client" shall mean Authorized Client for whom a Participating
Client Contract has been included as Attachment F hereto.
"Participating Client Contract" shall mean each exhibit, along with the related
schedules attached thereto, which has been added to Attachment F hereto by
written agreement between CUSTOMER and DAOU.
The Attachments & Schedules hereto of this Principal Agreement are made a part
hereto of as if fully included in the text. The implementation dates are
subject to change based on the request of either party and agreed to by both
parties in writing.
Attachment A [*]
Attachment B [*]
Attachment C [*]
Attachment D [*]
Attachment E [*]
Attachment F [*]
A Participating Client Contract may be executed at any time within the term of
this Principal Agreement and shall contain the following schedules: DAOU and the
CUSTOMER agree to finalize Schedule E within five (5) days of Participating
Client Contract signing.
Schedule A [*]
Schedule B [*]
Schedule C [*]
Schedule D [*]
Schedule E [*]
Schedule F [*]
Schedule G [*]
Schedule H [*]
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1. CONSIDERATION:
In consideration of the Products and Services to be provided in writing by DAOU
to CUSTOMER, as set forth in relevant Attachments A-F and Schedules A-H.
CUSTOMER agrees to pay DAOU's charges. Any modifications or additions must be
approved in writing by both parties. Time is of the essence in the performance
of this Agreement by DAOU.
2. QUOTATION OF PRICES:
All prices quoted shall remain valid only if CUSTOMER purchase order (including
any change orders) is issued within sixty (60) days of the date on which the
final quotation was submitted. In addition, DAOU agrees to generate a change
order and pass savings on to CUSTOMER if prices quoted are reduced prior to
DAOU's ordering of equipment at a rate
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which is ten (10%) percent or greater.
[*].
3. CHARGES AND PAYMENT:
Upon execution of each Participating Client Contract, CUSTOMER shall be invoiced
for products and services as described in Schedules A-D. All fees to be paid by
CUSTOMER, as identified in payment milestones in Attachment A, and payments,
will be invoiced by DAOU to CUSTOMER with payment due net forty-five (45) days.
[*] provided to CUSTOMER will be for all professional services contracted for
within a one year period from the execution date of this Principal Agreement.
Level 1 PSS are considered Senior Engineers and Level 2 PSS are considered
Network Systems Engineers. At the time additional Participating Client
Contracts are executed within the same one (1) year, [*] identified in Principal
Agreement. At the time additional Participating Client Contracts are
executed, [*].
[*].
4. OUT OF POCKET EXPENSE:
[*].
5. TAXES:
CUSTOMER shall pay all sales, use and excise taxes, unless CUSTOMER furnishes
DAOU with a certificate of exemption from payment of such taxes which is in a
form reasonably acceptable to DAOU.
6. TITLE AND SECURITY INTEREST:
Title to the Products shall pass to CUSTOMER upon payment in full of the
purchase price of the products to DAOU. DAOU reserves, and CUSTOMER grants, a
security interest in the Products which shall remain in effect for as long as
the purchase price of the products remains unpaid.
7. RISK OF LOSS:
Risk of loss of the Products shall pass to the CUSTOMER upon Product Acceptance
by CUSTOMER as defined in paragraph twelve (12).
8. MODIFICATIONS:
All modifications of Attachments A-F and Schedules A-H must be approved in
writing by both parties for any additional products or services not part of the
original attachments. Cost of any additional products required to complete
installation will be paid for by Responsible party. Addendum to this Agreement
will be initiated by DAOU and signed by CUSTOMER prior to ordering of additional
products or providing additional services requested.
9. CANCELLATION:
This agreement may be canceled up to five (5) days after contract signature
without cause or penalty. After five (5) days, this contract cannot be
canceled, unless both parties agree, after pursuing all other remedies as
identified in dispute resolution.
10. RESTOCKING FEES:
Hardware or Software products accepted by DAOU for credit or exchange after
receipt of product by CUSTOMER may be subject to a restocking fee as charged to
DAOU by the manufacturer or distributor. CUSTOMER may be denied credit or
exchange on Hardware or Software products that are unacceptable for return by
Manufacturer.
11. CONTACT PERSON:
CUSTOMER will appoint a Project Manager who will assist DAOU Project Manager in
coordinating delivery and installation of Products and Services described in
Participating Client Contract. CUSTOMER will identify a key contact person for
each site scheduled for implementation services. CUSTOMER Project Manager will
be available to sign-off
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all necessary DAOU paperwork required to complete installation process.
CUSTOMER will appoint a LAN Administrator to communicate engineering issues
with DAOU. CUSTOMER shall notify DAOU Project Manager in writing of any
change in the appointment of the LAN Administrator and agrees to purchase
additional training day if necessary to provide new LAN Administrator with
comprehensive knowledge of installed network at Participating Client Site.
12. DELIVERY/INSPECTION:
DAOU will notify CUSTOMER in advance of all product deliveries and installation
dates. DAOU shall not be liable for losses or consequential damages resulting
from delays in delivery due to causes beyond its control. CUSTOMER agrees to
verify bill of lading for the products as soon as practical after delivery and
to notify DAOU in writing within 7 days of delivery any shipping discrepancies.
DAOU will take responsibility for resolving discrepancies in shipping as
reported by CUSTOMER.
13. INSTALLATION/TRAINING/SUPPORT:
[*]. (See Schedule B and Schedule C and Schedule F). No guarantees are
expressed or implied in response times listed here or in Schedule A except as
included as Attachment B in contract. Scheduled installation or training dates
shall not be modified without the written consent of both parties.
14. NETWORK ACCEPTANCE/PRODUCT DELIVERY/CABLING CERTIFICATION:
Network Acceptance is defined as when the CUSTOMER agrees the network is
accepted following live operation, and DAOU has demonstrated and documented, and
that the network meets the criteria as identified in Schedule F. DAOU will
provide to CUSTOMER written documentation which supports Network Acceptance.
Product Delivery is defined as when the CUSTOMER has verified the bill of lading
for the product after on-site delivery at the CUSTOMER site and has notified
DAOU in writing within 7 days of any delivery discrepancies. If no such notice
is provided by the CUSTOMER, DAOU and the CUSTOMER will consider Product
Acceptance to be complete.
Cabling Certification is defined as when each cabling drop is tested and
documentation is provided to CUSTOMER, which states that the cabling
requirements meets the criteria as defined in Attachment C.
15. PERSONNEL PERFORMANCE GUARANTEE:
DAOU guarantees the personnel assigned as the Project Manager will meet the
CUSTOMER's expectations of project management. The project manager will
supervise all personnel responsible for implementation and training at CUSTOMER
site. CUSTOMER may request personnel change in writing to which DAOU will
accommodate within 30 days. DAOU guarantees the same for any work and services
provided to CUSTOMER by any sub-contractor contracted by DAOU to provide
services to CUSTOMER.
16. NETWORK PERFORMANCE GUARANTEE:
DAOU guarantees the network will support the maximum number of users and
hardware growth percent as outlined on Attachment B, Schedule F and Schedule H.
17. WARRANTIES:
DAOU will repair or replace any defective products sold in Schedule A for a
period of 30 days from Network Acceptance as identified in paragraph 14. DAOU
gives no warranty, expressed or implied, other than manufacturer's warranty on
any hardware or software products sold to CUSTOMER. Implied warranties of
merchantability or fitness for a particular purpose are hereby disclaimed by
DAOU and excluded by this agreement and shall not extend manufacturer's or
supplier's warranty. Any alterations, additions, improvements or attachments on
the products which are not authorized in writing by DAOU, or by the products'
manufacturer, producer, or supplier, shall be solely at CUSTOMER's expense and
risk. Every warranty provided by this agreement shall be void to the extend
operation of the products are affected by any alteration, addition, improvement
or attachment.
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18. DISCLAIMER:
CUSTOMER understands and agrees that his/her sole remedy, and only in the case
of failure of products to perform, shall be limited to repair or replacement of
products sold, and DAOU shall not be liable for consequential damages whether
foreseeable or otherwise. DAOU's maximum liability for any damages shall in no
event exceed the charges on the contract except for response time guarantee. If
the products purchased in Schedule A do not perform to specifications identified
in Attachment B, Schedule F and Schedule H, because CUSTOMER fails to implement
recommendations as identified in Schedule A and Schedule F, DAOU shall not be
liable.
19. SOFTWARE LICENSES:
Any and all software purchased by CUSTOMER shall be licensed in accordance with
the manufacturer's software licensing policies. CUSTOMER shall indemnify and
hold DAOU harmless from any and all violation of software copyright laws and
license infringements by CUSTOMER. DAOU shall indemnify and hold CUSTOMER
harmless from any and all violation of software copyright laws and license
infringements by DAOU.
20. CONFIDENTIALITY:
DAOU agrees to protect the confidentiality of CUSTOMER's proprietary information
including but not limited to financial information, patient information,
clinical practice or management at CUSTOMER's facility. DAOU shall not divulge
or disclose to any third parties any information concerning the affairs of the
CUSTOMER which may be received by DAOU at any time, unless such information
becomes publicly available through no fault of DAOU.
CUSTOMER agrees to protect the confidentiality of DAOU's proprietary information
including but not limited to all drawings, design techniques, contract prices,
and improvements provided by DAOU. CUSTOMER will not divulge any portion of the
contract, agreement, or design, not already in the public domain that are deemed
confidential shall not be revealed at any time unless such information becomes
publicly available through no fault of the CUSTOMER.
[*].
DAOU shall not use the CUSTOMER's name in any publication, promotional or
written material without the prior written approval of an officer of the
CUSTOMER.
21. DEFAULT/BREACH BY CUSTOMER:
In the event of default by CUSTOMER on any payment described in the attached
proposal, CUSTOMER shall pay interest at the rate of eighteen percent (18%) per
annum on each such obligation from the day it is due until it is received by
DAOU in addition to recovery of all costs of collection. The occurrence of any
of the following shall constitute a breach and material default of this
Agreement by CUSTOMER: after written notification from DAOU, CUSTOMER shall have
30 days to remedy such default:
a. The failure of CUSTOMER to pay or cause to be paid by the due date any
monies or charges required by this Agreement to be paid by CUSTOMER
when such failure constitutes for a period of forty-five (45) days
after written notice thereof from DAOU to CUSTOMER, unless under
dispute;
b. CUSTOMER causing or permitting without the prior written consent of
DAOU, any act when this Agreement requires DAOU's prior written
consent or prohibits such act;
CUSTOMER payment will not be subject to interest if DAOU authorizes in writing a
change in payment due date in the event of incomplete installation or delivery
by DAOU.
22. DEFAULT/BREACH BY DAOU:
In the event of default by DAOU delivered or as otherwise defined herein, DAOU
shall not invoice or charge CUSTOMER for any product or service not delivered or
as defined in attached proposal.
23. DISPUTE RESOLUTION
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For as long as this Principal Agreement is in effect, all disputes, claims and
controversies between the parties arising out of or related to, this Principal
Agreement and any Participating Client Contract including but not limited to,
any claim of misrepresentation, of breach, or of nonperformance ("Disputes"),
shall be determined in the following manner:
Informal Procedure:
1. The following personnel of the parties shall make every reasonable
mutual attempt to resolve the Dispute:
(a) if relating to a Participating Client prior to Activation of the
Network for such Participating Client, DAOU's Project Manager and
CUSTOMER'S Project Manager; or
(b) if relating to a Participating Client after Activation of the
Network for such Participating Client, DAOU's Project Manager and
CUSTOMER's Product Manager.
2. If such representative does not resolve the Dispute within ten (10
business days after the date upon which the breaching party receives
notices of the breach, the Dispute shall be referred for resolution to the
following personnel of the parties:
(a) if relating to a Participating Client prior to Activation of the
Network for such Participating Client, Director of Technical
Services and CUSTOMER's Director; or
(b) if relating to a Participating Client subsequent to Activation of
the Software for such Participating Client, Director of Technical
Services and CUSTOMER'S Director.
3. If the individuals to whom the matter is referred under subparagraph 2
immediately above do not resolve the Dispute within ten (10) business days
after the date of referral, the Dispute shall be referred for resolution to
the following personnel of the parties:
(a) if relating to a Participating Client prior to Activation of the
Network for such Participating Client, DAOU's Vice President and
CUSTOMER's Vice President; or
(b) if relating to a Participating Client after Activation of the
Software for such Participating Client, DAOU's Vice President and
CUSTOMER's Vice President.
4. If the individuals to whom the matter is referred under subparagraph 3
immediately above do not resolve the Dispute within ten (10) business days
after the date of referral, the Dispute shall be referred for resolution to
DAOU's Chief Executive Officer and CUSTOMER's Chief Executive Officer.
5. If the individuals designated in the subparagraph 4 immediately above
do not resolve the Dispute within the longer of ten (10) business days
after the date of referral or one hundred twenty (120) days after receipt
of the initial written notice of the breach, the Dispute shall be settled
in binding Arbitration.
6. If one of the individuals designated in subsections 1, 2, 3, or 4
immediately above is ill or unavailable to resolve the Dispute, his or her
designated representative shall serve instead.
23.1 Referral of Dispute shall be made by the parties then handling the Dispute,
in accordance with the procedures set forth above, to the next identified party
within each party's organization. Such referrals shall be in written form, and
shall set forth the nature of the Dispute, and the period specified in
subsections 1, 2, 3, or 4 immediately above shall commence on receipt of such
notice by the last party to be notified.
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23.2 Any dispute not remedied as set out in the above sections and subsections
between and arising out of or in connection with this Principal Agreement as to
the negotiation, existence, construction, validity, interpretation or meaning,
performance, nonperformance, enforcement, pursuant to the then existing
Commercial Arbitration Rules of the American Arbitration Association.
23.3 Either party may demand such arbitration in writing within one (1) year
after the expiration of the cure period set out in the first section above this
Principal Agreement, but not thereafter, which demand shall include a statement
of the matter in controversy.
23.4 Each party shall select one disinterested arbitrator from a list submitted
by the American Arbitration Association, and the two select a third arbitrator
from the list.
23.5 Each party shall bear its own cost of arbitration.
23.6 The parties agree that the provisions hereof shall be a complete defense to
any suit, action, or proceeding instituted in any federal state, or local court
or before any administrative tribunal with respect to any controversy or dispute
arising during the period of the Principal Agreement and which is arbitrateable
as herein set forth. The arbitration provisions hereof shall, with respect to
such controversy or dispute, survive the termination of this agreement for such
period of time as is provided in paragraph 9.04 hereof.
23.7 The parties expressly agree that all trade secrets, proprietary or
confidential information of either party shall be disclosed during arbitration
only upon the issuance of appropriate protective orders limiting the disclosure
or discoverability of such information outside of the arbitration of the
Principal Agreement.
24. INSURANCE AND LIABILITY:
DAOU will maintain public liability and property damage insurance in amounts not
less than [*] for injury or death to any one person in any one accident or
occurrence and not less than [*] per occurrence for damages to property.
CUSTOMER shall maintain in force a policy or policies of extended coverage
insurance with respect to any Products delivered by DAOU but not paid for by
CUSTOMER.
25. PERFORMANCE WARRANTY:
DAOU warrants that all milestones will be met as defined in Attachment A as per
Schedule H of each Participating Client Contract. [*].
26. FORCE MAJEURE:
Neither DAOU nor CUSTOMER shall be responsible for any delay or failure of
performance resulting from causes beyond its control without its fault or
negligence. If a force majeure even occurs the party being delayed or failing
to perform shall promptly notify the other party of the nature of such cause and
its reasonably anticipated duration and if either party declares a force majeure
event, the parties shall meet as soon, thereafter, as possible to determine the
nature and extent of the event, the expected impact of the event on CUSTOMER's
processing capabilities, and a recommended course of action intended to enable
CUSTOMER to process its data in the operation of the Facility.
27. THIRD PARTIES:
The Agreement is between DAOU and CUSTOMER and is not for the benefit of, nor
does it vest any rights in, any third party.
28. RELATIONSHIP OF PARTIES:
DAOU is performing its services and obligations hereunder as an independent
contractor. Neither party shall have any rights or authority to create any
obligation or responsibility, expressed or implied, on behalf of, or in the name
of, the other party, or to bind the other party contractually in any manner
whatsoever. Under no circumstances, as a result of this Agreement, shall any
employee, agent, or representative of one party be considered an employee,
agent, or
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representative of the other party.
29. SURVIVAL CLAUSE:
The provisions of this Agreement pertaining to Warranties, Confidentiality, Hold
Harmless, and Proprietary Rights shall continue in full force and effect,
notwithstanding the fact that the CUSTOMER has accepted and paid for any work,
services provided or products purchased hereunder.
30. ENTIRE AGREEMENT:
This Principal Agreement executed by CUSTOMER contains the entire agreement of
the parties relating to its subject matter. There are no promises,
representations or undertakings other than as expressly provided herein, and no
modification of this agreement will be binding unless in writing and signed by
both parties.
31. SUCCESSORS IN INTEREST:
DAOU shall not unreasonably withhold permission to allow to assign or transfer
any rights granted in this agreement to CUSTOMER or organizations named in the
attached participating client contract. Neither party may delegate any duty
under this agreement without the permission of the other, which permission shall
not be unreasonably withheld.
32. NOTICES FROM DAOU TO CUSTOMER:
All written notifications will be sent by DAOU to the CUSTOMER to the attention
of the following at the address identified below.
Mercy Information Systems
Attention: Contract Administrator
34605 Twelve Mile Rd.
Farmington Hills, MI 48331
33. NOTICES FROM CUSTOMER TO DAOU:
DAOU Systems, Inc.
Attention: Ms. Gayle Consiglio
10360 Sorrento Valley Rd.
San Diego, CA 92121
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SIGNATURES
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I have read, understand, and agree to all the terms and conditions of sale in
this Contract #MM. I also certify that I have the legal authorization to sign
on behalf of the owners/principals of the business entity I am representing.
DAOU SYSTEMS, INC. MERCY INFORMATION SYSTEMS
/s/ Daniel Daou /s/ Robert Peterson
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Signature Signature
Daniel J. Daou Robert Peterson
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Name Name
President President and CEO
- ---------------------------------- ----------------------------------
Title Title
June 29, 1995 June 28, 1995
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Date Date
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ADDENDUM NO. 1
TO DAOU/MIS INFORMATION SYSTEM AGREEMENT
CONTRACT #MM
WHEREAS, the parties hereto desire to amend the Principal Agreement,
Attachments and Schedules that comprise the Terms and Conditions of
Contract #MM, entered into between them effective June 29, 1995;
NOW THEREFORE, IT IS MUTUALLY AGREED between the parties as follows:
1. On Page 1 of the Principal Agreement, the following definition of
"Customer" shall be added to the SCOPE OF PRINCIPAL AGREEMENT, after
the definition of "Authorized Client" and before the definition of
"Participating Client":
"CUSTOMER" shall mean MIS/MHS and all Participating
Clients
2. Section 7. of the Principal Agreement, entitled RISK OF LOSS, shall be
corrected by deleting the number "twelve (12)" and inserting the
number "fourteen (14)" on the second line of that Section.
3. Section 8. of the Principal Agreement, entitled MODIFICATIONS, shall
be amended on line 3 by not capitalizing the work "Responsible".
4. Section 19. of the Principal Agreement, entitled SOFTWARE LICENSES,
shall be amended by the addition of the following sentence at the end
of that Section:
"DAOU's obligation to indemnify and hold CUSTOMER
harmless from any and all violations of software
copyright laws and license infringements by DAOU
shall be in addition to, and shall not be subject
to, the maximum liability for damages set forth in
the Disclaimer in Section 18. of this Principal
Agreement."
5. Section 20. of the Principal Agreement, entitled CONFIDENTIALITY,
shall be amended as follows:
The second line of the second paragraph of Section 20. shall be
amended by replacing the period after the term "DAOU" with a comma,
followed by the insertion of the following clause:
* CONFIDENTIAL TREATMENT REQUESTED
1
"except as disclosures may be necessary to
consultants or other vendors who will complete the
installation if DAOU fails to do so or who will
furnish maintenance and support for the system,
subject to the confidentiality requirements of
this Agreement."
Section 20. shall be further amended by the addition of the following
new paragraph at the end of Section 20.
"In the event of violation of the terms of this
Section by DAOU, DAOU shall be liable for all
damages and costs, and such liability shall be in
addition to, and shall not be subject to, the
maximum liability for damages set forth in the
Disclaimer in Section 18. of this Principal
Agreement."
6. Section 22. of the Principal Agreement, entitled DEFAULT/BREACH by
DAOU, shall be amended by the addition of the following sentence at
the end of the existing section:
"DAOU agrees to use its best efforts to deliver
and install the system in accordance with the
scheduled installation dates set forth in Schedule E."
7. The incomplete sentence comprising Section 23.2. of the Principal
Agreement shall be amended on line three by the insertion of the word
"or" prior to the word "enforcement," and the insertion of the words
"of this Agreement shall be submitted for resolution" shall be
inserted before the word "pursuant".
8. Section 23.6. of the Principal Agreement shall be amended by deleting
from line 5 the words "paragraph 9.04 hereof" and inserting
"Section 23.3 hereof".
9. Section 29. of the Principal Agreement, entitled SURVIVAL CLAUSE,
shall be amended by inserting on the first line after the word
"Warranties," the words "Software Licenses,".
10. A new Section 34 shall be added to the Principal Agreement, entitled
NON-WAIVER, which shall state as follows:
"The failure of a party to insist on strict
performance of any of the covenants or conditions
of this Agreement, or to exercise any option
herein conferred
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2
on any one or more instances, shall not be construed
as a waiver or a relinquishment for the future of
such covenants, conditions, rights or options, but
the same shall remain in full force and effect.
11. In the event of text or specifications conflict in any part(s) of this
Principal Agreement or any Participating Client Contract hereunder,
the following documents shall govern in the order shown:
a. The particular Participating Client Contract, including
Schedules A through H relating to that particular Participating
Client Contract.
b. Principal Agreement dated June 29, 1995, including Attachments A
through F and any and all amendments to the Principal Agreement.
12. All other terms and conditions of the original Principal Agreement,
Attachments and Schedules shall remain in full force and effect except
as required by the modifications herein.
AGREED TO AND ACCEPTED BY:
DAOU SYSTEMS, INC. MERCY INFORMATION SYSTEMS
/s/ Daniel J. Daou /s/ Robert Peterson
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Signature Signature
Daniel J. Daou Robert Peterson
- ------------------------------------- -------------------------------------
Name Name
President President and CEO
- ------------------------------------- -------------------------------------
Title Title
8/10/95 8/23/95
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Date Date
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4
[Attachments A-F]
[Schedules A-I]
[Addendum #1]
Confidential Treatment Requested
5