AGREEMENT dated July 21, 1997 between Continental Healthcare Systems,
Inc., a Delaware corporation ("Continental"), and Digimedics Corp., a California
corporation ("Digimedics").
WHEREAS, Continental and Digimedics are parties to a certain Asset
Purchase Agreement dated June 17, 1996 providing for, among other things, the
purchase by Digimedics from Continental of certain assets relating to
Continental's business of developing, selling and supporting computer software
systems and providing management information systems for hospital pharmacies in
the United States and other countries;
WHEREAS, in connection with said Asset Purchase Agreement Continental
and Digimedics also entered into a certain Agreement Regarding Collection of
Accounts Receivable and Servicing of Customers as Related to Deferred Revenues
dated June 17, 1996 ("Collection and Servicing Agreement"); and
WHEREAS, Continental and Digimedics desire to modify certain provisions
of the Collection and Servicing Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and other good and sufficient consideration paid , the parties hereby
agree as follows:
1. The Collection and Servicing Agreement provides that Digimedics will
assist Continental with the collection of Receivables (as defined in the
Collection and Servicing Agreement) and in consideration therefor Continental
will pay to Digimedics thirty percent (30%) of the amount of the Receivables
actually collected. The Receivables are in two categories. "Billed Receivables"
shall mean those Receivables that had been invoiced by Continental prior to June
17, 1996. The Billed Receivables totaled $2,315,354.40 at June 17, 1996 and are
listed on the three pages of Schedule A to the Collection and Servicing
Agreement headed "JUNEADJ". "Other Receivables" shall mean all Receivables other
than the Billed Receivables. The Other Receivables totaled $2,870,465.21 at June
17, 1996 and are listed on the five pages of Schedule A to the Collection and
Servicing Agreement captioned "Deferred Progress Billing".
Continental hereby assigns to Digimedics all of the Other Receivables to the
extent they remain uncollected on the date of this Agreement. Digimedics shall
retain one hundred percent (100%) of any amounts collected after the date of
this Agreement with respect to the Other Receivables. This Agreement shall not
modify the terms of the Collection and Servicing Agreement with respect to the
Billed Receivables. Except as otherwise provided in the Collection and Servicing
Agreement, Continental shall be entitled to seventy percent (70%) and Digimedics
shall be entitled to thirty percent (30%) of the amount of Billed Receivables
actually collected.
2. The Collection and Servicing Agreement provides that Continental
will pay Digimedics Deferred Revenues in the amount of $1,236,987 simultaneously
with payment by Digimedics of its promissory note to Continental. Continental
and Digimedics hereby agree that the amount to be paid by Continental to
Digimedics with respect to the Deferred Revenues shall be reduced from
$1,236,987 to $437,000. Digimedics acknowledges that Continental's obligation to
pay the $437,000 has been satisfied in full on the date hereof. Continental
shall have no further obligation to pay any amounts with respect to Deferred
Revenues.
3. Except Collection and Servicing Agreement shall remain in full force
and effect, including without limitation the obligations of Mediware provided in
paragraph 2(a) of the Collection and Servicing Agreement and the obligations of
Continental provided in paragraph 2(d) of the Collection and Servicing
Agreement.
IN WITNESS WHEREOF, Continental and Digimedics have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
CONTINENTAL HEALTHCARE SYSTEMS, INC.
By:____________________________________
Name:__________________________________
Title:___________________________________
DIGIMEDICS CORP.
By:_____________________________________
Name:___________________________________
Title:___________________________________
