AGREEMENT

This Agreement (“Agreement”) is made and executed at Vijayawada ,

Andhrapradesh on this the 02nd day of June 2009 between:

M/s. ELBIT MEDICAL DIAGNOSTICS LIMITED, a company incorporated

under the Companies Act, 1956 represented herein by its Chief Business
Officer Mr R.Venkatesh Kumar and having its Registered Office at 1 st floor,
Akash Ganga, , Srinagar colony, Hyderabad , and having teleradiology
facility at AG Heights, 8-2-703, Road No:12, Banjara Hills, Hyderabad –
500034 hereinafter referred to as the “Company” which expression shall
unless repugnant to the context or meaning thereof mean and include its
administrators, executors and permitted assigns, of the FIRST PART

AND

M/s. Dolphin Diagnostic Medical Services Limited , Nakkal Road,

Vijayawada ., a clinic under the Companies act, 1956 represented by its
Managing Director Dr G.V.MohanPrasad and having its Registered
Office at Vijayawada , Andhrapradesh , hereinafter referred to as the
“Clinic” which expression shall unless repugnant to the context of meaning
thereof mean and include its administrators, executors and permitted
assigns, of the SECOND PART.

The Company and the Clinic shall be individually referred to as “the Party”
and collectively referred to as “the Parties”.

WHEREAS

1. The Company is engaged in the business of Medical Diagnostics for

over 12 years.

2. The Clinic is engaged in the business of Medical services for a period

of 12 years.

3. At the request of the Clinic, the Company has agreed to provide

Teleradiology services of their Radiology Dept., and the Clinic has
accepted the same.

4. The Parties are desirous of reducing the terms their understanding in

to writing.

Company Clinic
NOW THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:

1. OBLIGATIONS OF THE PARTIES

Clinic responsibility: ( He refers to "Clinic")

1) He needs to employ Qualified Technical manpower as he is

necessary for selection of the patients, identification of the patients,
screening of the patients ,carrying out the procedures and be
responsible of biosafety of the patients including MRI safety issues
and contrast administration issues, and he will be in constant liasion
with the medical authorities at Elbit Medical Diagnostics.
Ltd.,including the provision of relavant clinical data.

2) He has to provide the necessary infrastructure to facilitate

uninterrupted transfer of images which should include provision of
Dedicated Broad band internet connection and computers etc.,for
transfer of the images and he has to bear the required broad band
internet connection monthly charges and the annual comprehensive
maintenance charges of the computer.

3) He will also be directly responsible for receiving the e-reporting from

Elbit, documenting and proper dispatch according to the statement of
purpose of the existing parent radiology department. He has to always
switch on the computer where the Teleradiology software is loaded for
transfer of images without interruption.

4) Since the work involves significant amount of investment at Elbit

Medical Diagnostics, Client is responsible to ensure minimum
guaranteed revenue as mutually agreed to and mentioned in the
Annexure A.

Company responsibility :

1) Company responsibiltiy will be limited to professional opining of

the e-data received regarding a patient and in no way will go beyond
including the authentication of the identity of the individual . Any
followup including delayed adverse effects of the investigation will be
sole responsibility of the parent department.

2) Company will be responsible for prompt , adequate, satisfactory

provision of the services in e-reporting , clarifications if any sought
either by the parent department or by the referring physicians .

Company Clinic
 3) Company will ensure the turnaround time as agreed to in the
individual contracts as per the annexure enclosed.

4) While all efforts will be made to ensure the promptness, quality of

service and full satisfaction, it will be not legally bound if the same
were found deficient due to factors beyond our control.We shall be
legally liable to the extent of remuneration paid to us for our
teleradiology consulation.

5) The provision of services pertain to the existing working hours of

Elbit Medical Diagnostics Ltd., for the time being including the
Holidays and Sundays. However in case of Medical Emergencies and
specific requests all efforts will be made to deliver the required
reporting help.

6) Company shall not be responsibile for the delay in reporting due to

problems in internet connectivity , power problems and image
aquisitions.

2. CONSIDERATION
(a) The Clinic undertakes to pay the Company as per the annexure “A”
enclosed. .

(b) The payments for the services provided by the Company shall be
paid on case/modality basis and the clinic has to make the
payment within 10 days from the date of submission of the bills

(c) The Clinic shall be responsible for deduction of applicable taxes on

all payments made and to furnish proof of having credited the
same to the government within 30 days of making payment.

3. REPRESENTATIONS & WARRANTIES

Each party represents and warrants to the other party as of the date
of the execution of this Agreement, that:

a) It has all requisite power and authority to execute, deliver and

perform this Agreement and the terms and conditions contained
herein.

b) This Agreement has been validly executed and delivered and

constitutes a legal, valid and binding obligation of such Party.

c) The execution, delivery and performance of this Agreement does

not in any way conflict or violate any provision of law, rule,
judgment, order or any other contract applicable to such Party.

Company Clinic
 d) Such Party is permitted and eligible to execute and perform this
Agreement under the laws of the country of such Party.

e) It has no outstanding commitments, liabilities or obligations,

contractual or otherwise, which would in any material respect
conflict with or impede its ability and right to enter into this
Agreement or fulfill any and all of its obligations hereunder, or to
conduct the business contemplated hereby.

f) It is not in violation of or default of any term of its Memorandum of

Association or Articles of Association.

g) It is not subject to any existing, pending or threatened litigation or

other proceeding which could have a material adverse effect on its
ability to fulfill its undertakings and obligations in terms of this
Agreement.

h) It is not subject to any bankruptcy, reorganization, compulsory

composition or dissolution proceeding, and has not explicitly
suspended payment of any debt as it has become due (except debts
contested in good faith).

4. TERM AND TERMINATION

This agreement will be valid for min. period of one year.
This Agreement shall come into effect upon execution of this
Agreement and shall, be in force until terminated by the Parties.
Either party can terminate this Agreement by giving 30-90 days
notice.

5. INDEMNITY
The Clinic shall indemnify, defend and hold harmless the Company,
against any and all proceedings, actions and third party claims for
any loss, damage, cost and expense arising under this Agreement.

6. LIMITATION OF LIABILITY
Notwithstanding anything stated in this Agreement, the liability of the
Company shall be limited to the extent of the consideration received
from Clinic.

7. DISPUTE RESOLUTION

In the event of any difference or dispute arising in connection with the

interpretation or implementation of this Agreement, the Parties shall
attempt to resolve such dispute amicably failing which the dispute or
difference shall be referred to arbitration by a single arbitrator
mutually appointed by the Parties. The arbitration shall be governed
by the Arbitration and Conciliation Act, 1996. The award by the
arbitrator shall be final and binding on the Parties.

Company Clinic
8. MISCELLANEOUS

8.1 Amendment and Waiver

This Agreement may be amended, modified or supplemented only by a
written instrument executed by each of the Parties and no waiver of
any provision of this Agreement shall be effective unless set forth in a
written instrument executed by the Party waiving such provision.

8.2 Entire Agreement

This Agreement constitutes the whole agreement between the Parties
relating to the subject matter hereof and supersedes any prior
agreements or understandings relating to such subject matter.

8.3 Severability
If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such
provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall be valid and enforceable to the
fullest extent permitted by law. Any invalid or unenforceable provision
of this Agreement shall be replaced with a provision which is valid and
enforceable and most nearly reflects the original intent of the
unenforceable provision.

8.4 Counterparts
This Agreement shall be executed in any number of counterparts,
each of which is an original but together shall constitute a single
instrument.

8.5 Consent to Specific Performance

The Parties hereby consent to and declare that it is impossible to
measure in money the damages that would be suffered by a Party by
reason of the failure by any other Party to perform any of the
obligations hereunder. Therefore, if any Party shall institute any
action or proceeding to seek specific performance or enforcement of
the provisions hereof, any Party against whom such action or
proceeding is brought hereby waives any claim or defence therein that
the other Party has an adequate remedy at law.

8.6 Covenants Reasonable

The Parties agree that, having regard to all the circumstances, the
covenants contained herein are reasonable and necessary for the
protection of the Parties and their investments. If any such covenant
is held to be void the covenant will apply with such minimum
modifications regarding its scope and duration as may be necessary to
make it valid and effective.

Company Clinic
8.7 Language

If this Agreement is translated into any language other than English,

the English language text shall prevail.

8.8 Force Majeure

If the performance by either party of any obligation under this

Agreement (except a payment obligation) is delayed or prevented by
circumstances beyond the reasonable control of the Parties, then the
either Party will not be in breach of this Agreement because of that
delay in performance.

9. NOTICE

9.1 Any notice served pursuant to the terms of this Agreement shall be
delivered either (i) in person, (ii) by certified mail, return receipt
requested and posted prepaid, or (iii) transmitted by facsimile with
confirmation by receiving operator. Until changed in writing, any such
notice shall be addressed as follows:

The addresses for service of notice are:

For the Company For the Clinic

Address : Elbit Medical Diagnostics Address: Dolphin Diagnostics Ltd.,
Ltd., 8-2-703, A.G. Heights, Road Nakkal Road, Vijayawada,
No:12, Banjara Hills, Hyderabad. Andhrapradesh

For the attention of: Mr For the attention of:

R.Venkatesh Kumar ,Chief Dr G.V.Mohanprasad , Managing
Business officer,Radlabs ( A Director
Teleradiology unit of Elbit Medical
Diagnostics Ltd., Ph:No: Mobile : 09849082522

Fax Number: +91-40-23372740

EmailAddress:
EmailAddress: gvmohanprasad@yahoo.com
venkateshr@elbit.in

Company Clinic
10. GOVERNING LAW
This Agreement shall in all respects be governed and interpreted by,
and construed in accordance with the laws of India, and shall be
subject to the exclusive jurisdiction of the courts in Hyderabad.

IN WITNESS WHEREOF, the Parties have entered into this Agreement the
day and year first above written by subscribing their hands either
themselves or through their authorised representatives.
Company Clinic

Authorized Signatory: Authorized Signatory:

_____________________ _____________________
Name: Name:
_____________________ _____________________

Date of Execution: Date of Execution:

_____________________ _____________________

In presence of: In presence of:

Company Clinic
 Annexure ‘A’ – Teleradiology Support

Teleradiology reporting charges on the CT/MRI/X-ray investigations

S.No Examination Payout to the company for

Teleradiology support per case - (Rs)
1 CT Brain
2 CT PNS
3 CT Abdomen/Thorax
4 CT Extremities/Spine
5 MR Brain (screening)
6 MR Spine/Brain
(Detailed scanning)
7 MR Abdomen
8 MRCP
9 MR Extremities

Billing Commencing from 03.06.2009

Turnaround time : We shall send the report within as less than 60 to 90

minutes from the time we download the total study from your end.

DICOM confirmation : The clinic confirms that CT, MRI meets DICOM
standards and in case if they are not meeting, the Client has to procure the
DICOM conversion software to convert Non DICOM to DICOM.

Teleradiology software : To be provided by the Clinic

Additional charges : In case the clinic requires the reporting during the
night ie., from 10pm to morning 7:00 am , clinic has to pay double the
charges as mentioned above.

Payments to be made on :

Name of the Company : ELBIT MEDICAL DIAGNOSTICS LTD.,

Name of the Bank : ICICI BANK LTD.,

ACCOUNT NO. : 000805001702

RTGS/NEFT/IFSC CODE : ICIC0000008

ADDRESS : 6-2-1012, TGV Mansion, Khairathabad,

HYDERABAD – 500 004.

Company Clinic
Company Clinic