Proposal for Radiology Services Table of Contents I. Company Background II. Capabilities and Experience III. Financial IV. References V. Service Plan and Fee Schedule VI. Company Organization VII. Contract Administrator VIII. Current Clients IX. Licenses X. Distinguishing Features of Poland Hospital I. Company Background II. Capabilities and Experience III. Financial Insert Copy of: 1. State of New Jersey incorporation with filed date 2. Certificate of good Standing for the State of New Jersey 3. Bank of America proof of service. (this letter will have to be requested) This should list the checking account number. 4. Federal SS4 (I think) listing the tax ID number 5. IV. References V. Service Plan / Fee Schedule SERVICES CONTRACT THIS AGREEMENT dated June 30, 2006 is entered into by and between Poland Hospital, a New Jersey professional corporation and Commonwealth Health Center (CHC), the (“Client”) a legal entity of the Commonwealth of the Just For You Corporation. WITNESSETH WHEREAS, POLAND HOSPITAL office is at 321 N. Girade Ave., Philadelphia, PA 19122 And WHEREAS, Client office is at, Commonwealth Health Center, P.O. Box 100, Detroit, MI 12254. WHEREAS, POLAND HOSPITAL will perform physician services within the specialty of diagnostic radiology and nuclear medicine to interpret medical examinations for the Client; and WHEREAS, the parties desire to enter into this agreement whereby POLAND HOSPITAL will be employed by and will render services to the Client on the terms and conditions hereinafter set forth. NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: Employment and Term This agreement shall remain in force for a period of one (1) year from the date of signature. This agreement will be automatically renewable, unless either party receives termination as defined in the section on Termination. Interpretation The POLAND HOSPITAL will perform exclusive Telemedicine diagnostic interpretations of medical imaging studies for the Client. This will include all medical imaging studies in the defined medical specialties of diagnostic radiology and nuclear medicine and defined on Schedule A. It is understood by the Client that POLAND HOSPITAL will not perform mammography interpretations or supervision. The examinations for interpretation will include MRI (magnetic resonance imaging), CT (computed tomography), plain x-ray, nuclear medicine and ultrasonography (this will include general, obstetrical, gynecological, and vascular). POLAND HOSPITAL or its physicians will not perform the duties of nor should they be considered as the medical director of the Client or the medical imaging (diagnostic radiology) department of the hospital, medical facility and ancillary facilities. Reporting POLAND HOSPITAL will provide transcription service to Client. The cost per examination report is $2.80. Reports will be sent to the Client via encrypted electronic mail, phone or fax. The Client server can be interfaced with the appropriate Client provided hardware and software interface. A physician will be available for consultation 24 hours per day for 7 days per week. STAT interpretations will be performed and reports given within 1 (one) hour after the receipt of the medical images for review. Non-emergent interpretations will be performed and reports given within 12 (twelve) hours after the receipt of the medical images for review. Routine interpretations will be performed and reports given within 24 (twenty four) hours after the receipt of the medical images for review. All routine studies received after 1600 hours Eastern Standard Time on Friday to include all day Saturday and Sunday will receive written reports the following Monday, with the exception of stat reports and those requested for less than 24 hour reporting. Holidays will extend the reporting period by the number of days in the holiday. The receipt of typed patient reports from POLAND HOSPITAL is ultimately dependent on the efficiency of the Client once they are received. Compensation and Fees POLAND HOSPITAL will charge Client a fee per patient examination in accordance with Schedule A and this section of the Agreement. POLAND HOSPITAL will bill the Client monthly for service. Fees billed by POLAND HOSPITAL to Client for services are payable by the Client within ten (10) business days after receipt of bill. A compounded late fee of 1.5% per 30 day period from billing date will be assessed on unpaid bills. Conditions of Contract The POLAND HOSPITAL and Client shall during the life of the Agreement observe and conform to all applicable federal, state and local laws and regulations relating to licensure, the practice of medicine and regulation of physicians and medical facilities to include guidelines defined by the American College of Radiology. Staffing The physicians of the POLAND HOSPITAL performing Client services will have active licensure in the state of service. The POLAND HOSPITAL physicians providing service to the Client will maintain malpractice insurance with minimum coverage of one million dollars per claim and total of 3 million dollars in aggregate. Client will pay for any and all cost associated of hospital privileges, credentialing, and medical staff dues. Confidentiality Client will not at any time, in any form or manner, either directly or indirectly, divulge, disclose, and/or communicate to any person, firm, entity, or corporation, any information of any kind, nature or description concerning any matters affecting or relating to the business of the POLAND HOSPITAL. This will include for POLAND HOSPITAL any information regarding any financial, trade secrets, operations, plans, or processes of the business, and any other information concerning any aspect of the business of the POLAND HOSPITAL. POLAND HOSPITAL and Client stipulates that the above information, and any aspect thereof, is confidential, material, important, and gravely affects the effective and successful conduct of the business of the POLAND HOSPITAL, and its good will, and any breach of this covenant is a material breach of this Agreement. This confidentiality section survives the termination or expiration of this contract. POLAND HOSPITAL will not at any time, in any form or manner, either directly or indirectly, divulge, disclose, and/or communicate to any person, firm, entity, or corporation, any information of any kind, nature or description concerning any matters affecting or relating to the business of the Client. POLAND HOSPITAL has the right to provide this contract to financial institutions and governmental or licensing agencies. Liabilities It is understood and agreed that except as expressly provided in the Agreement, the POLAND HOSPITAL shall not assume any liabilities, duties or obligations of the Client of any kind or nature. The Client shall assume all cost to maintain the required equipment for patient examinations in working condition acceptable for patient examinations and will be responsible for all maintenance, equipment replacement and upgrades as required during the term of this contract. POLAND HOSPITAL will not be held liable for a failure to perform under the conditions and terms of the agreement due to equipment failure, equipment limitations for the performance of examinations as determined by POLAND HOSPITAL and personnel problems. The equipment includes but is not limited to the hardware, software, and telecommunications. Client assumes all liability and responsibility for the actions and training of its staff. POLAND HOSPITAL shall not be liable for errors, omissions, or illegal billing practices by the Client. Client will warrant the accuracy of billing information given to POLAND HOSPITAL as part of its billing process. This includes the accuracy of patient demographic information and Common Procedural Terminology (CPT) codes. The Client assumes total responsibility and will pay for the defense of POLAND HOSPITAL to include all legal and consultants as required by POLAND HOSPITAL for its defense. The Client assumes total responsibility for any monetary claims arising from billing, to include but not limited to, refunds, and penalties. Client will assume total liability for required record keeping and documentation as required by law and healthcare payers. Client agrees at its cost to pay for all required electronic interface required by POLAND HOSPITAL for patient billing and examination reporting. Patient demographic information will include the minimum of, patient name, patient address, complete patient health insurance information, examination pre- certification, name of referring physician, date of examination and patient history. Indemnify and Warranty The parties agree to indemnify and hold harmless each other from any and all claims and losses of whatsoever nature arising out of this agreement, with the exception of those stated in this Agreement. Breech The POLAND HOSPITAL will have 30 days to cure any breech of this contract upon written notification by Client. Termination Either party can terminate this Agreement with cause with 90 day’s notice. The date of termination will be the date 90 days following certified or express mail submission by POLAND HOSPITAL or Client for delivery to POLAND HOSPITAL or Client. Cause for immediate termination of POLAND HOSPITAL. Loss of medical licensure Conviction Failure to comply with the terms of this Agreement Cause for termination of Client. Failure to comply with the terms of this Agreement. Conviction of company or principal members. Survivorship Assigns Any of the terms and covenants contained in this Agreement, which require the performance of either party after the Closing shall survive this Agreement. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. This Agreement shall supersede and replace any and all prior agreements, whether written or oral, between the parties hereto as well as with any affiliated companies of POLAND HOSPITAL or Client. Records and Files All files, documents and records pertaining to patients of the Client shall remain the property of and in the possession of the Client. Files may be paper, film and electronic. The Client shall be responsible for the maintenance of all patient records in accordance with Federal and State laws, to include rules and regulations of any applicable regulatory agencies. It is understood by the Client that patient file transfers may be performed by electronic, telecommunications and courier services to include but not limited to patient records and medical images for diagnostic interpretation, billing and consultation. The Client will be solely responsible for the cost of the required hardware and software to connect to POLAND HOSPITAL computer system and its vendor and as required maintenance agreements. The Client will be solely responsible for the cost to maintain electronic, telecommunication and courier services to and from POLAND HOSPITAL. Client will maintain a secure telecommunications network to include encryption and digital signature of patient records. The Client will be solely responsible for the cost to maintain all patient files, documents and records. Client will perform all duties in accordance with the Federal Government Health Insurance Portability and Accountability Act (HIPAA). POLAND HOSPITAL assumes no liability for failure of the Client to deliver to POLAND HOSPITAL patient exams to include associated files and materials for interpretation, correlation or consultation. Client will maintain tracking system for verification and tracking of patient files. General Terms 1. Client will not solicit POLAND HOSPITAL physicians or staff for employment during the term of this Agreement and for a period of 5 years after its termination. 2. Changes to this Agreement shall be of no force of effect except by subsequent modification in writing, signed by both parties. 3. Neither party hereto may transfer or assign this Agreement without the prior written consent of the other party. 4. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. 5. The parties to this Agreement agree that any action on this Agreement shall be brought in a court of competent jurisdiction located in Burlington County, New Jersey. 6. In the event a suit or other action is brought by any party under this Agreement to enforce any of its terms, or in any appeal there from, it is agreed that the prevailing party shall be entitled to reasonable attorneys' fees to be fixed by the arbitrator, trial court and/or appellate court. 7. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party. 8. This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. 9. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. 10. All notifications to either POLAND HOSPITAL or Client will be to the address of record on this Agreement. 11. Client certifies that it is a facility licensed and credentialed as required by their State, the Federal Government, agencies and health care companies. 12. It is understood that POLAND HOSPITAL and its physicians are not the medical director of the imaging services (radiology and nuclear medicine departments) section of the Client’s facility(s). 13. It is understood and agreed that the party whose signature appears below is signing this Agreement as the duly authorized representative or agent of the Client. 14. It is understood that the Client will be solely responsible for any contract agreements with other agencies for the placement and recruitment of physician medical services. IN WITNESS WHEREOF, the parties have caused this, Agreement to be executed and delivered by their proper and duly authorized officers. Poland Hospital Commonwealth Health Center (Client) By: ________________________ By: _______________________ Joseph R. Jones, MD Title: President Title: Date ______June 2006 Date: ______June 2006 Schedule A Fee Schedule per Examination MRI $79.00 CT $67.00 X-ray $24.50 Ultrasound $45.00 Bone Densitometry $42.00 Nuclear Medicine $50.00 VI. Poland Hospital Executive Staff/ Consultants Joseph R. Jones, MD President and Medical Director Administrative / Contract Manager Physician Liaison Coordinator *Professional Relations Liaison Information Technology Consultant Brit Systems, Dallas, TX Network Systems Consultant Selekture, Mt. Laurel, NJ Siemens Medical USA Malvern, PA Bank of America Princeton, NJ VII. Contractor Administrators Joseph R. Jones, MD, President and Medical Director of Poland Hospital will be responsible for all contract negotiations, modifications and issues relating to the contract and the basic servicing of the Department of Public Health for the Commonwealth Health Center. Jane Jones, Administrative / Contract Manager for Poland Hospital, will be responsible for the day to day and routine compliance of the contract terms and conditions. She will be the initial direct contact person for the basic servicing of the contract and any issues that may arise during its term with the Department of Public Health for the Commonwealth Health Center. VIII. Current Clients IX. Licenses Name of Doc Use CV and Executive Summary Listing of all states of licensure Note: Add copy of the following for each doctor. 1. Medical School Diploma 2. Residency Certificate 3. Board Certificate 4. X. Distinguishing Features of Poland Hospital 1. Dr. Jones, has over 12 years of experience in the performance of Teleradiology. While in training at Walter Reed Army Medical Center, Dr. Jones was trained and gained experience on some of the first Teleradiology equipment in the country. He has continued to maintain his expertise in the field as a member of the Society of Computer Applications in Radiology (SCAR) and ongoing work with Poland Hospital. 2. Dr. Jones has received formal training in tropical diseases which will be needed by your health care facility. 3. Poland Hospital has a proven record of successfully working with hospitals such as Commonwealth Health Center, as demonstrated with our success with remote, rural and Critical Access hospital communities in the continental USA. 4. Poland Hospital has an extraordinarily talented and in depth staff to include consultants to provide a complete solution to your current and unanticipated future needs. 5. Poland Hospital is developing a national show site in conjunction with Siemens Medical USA that is currently being called by the Siemens personnel as the Cleveland Clinic East. This is because of the leading technology that will be used in the facility. This technology can and will be used to assist your facility when feasible.