Medical Air Solutions, LLC

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Consorta/HealthTrust Members Information

We take great pleasure in announcing our formal contractual relationship with Consorta/HealthTrust as a "sole source" provider of equipment for renovating you CSP Area(s) to comply with the present ans proposed USP <797> standard.  Medical Air Solutions brings to your facility the ability to acquire equipment designed for air purification in this “critical care” area which requires compliance to the present standard by January  1, 2008.

Medical Air Solutions (MAS) offers a budget conscious, cost efficient alternative to upgrading the CSP area(s) in your pharmacy.  We provide, at no cost to the institution, a comprehensive proposal including scope of work and proposed detailed CSP area line drawings which, if followed, we will guarantee  total compliance with the new <797> regulations.  MAS is not a contractor.  We design, manufacture and market medical-grade, motor/blower, ancillary, air purification systems for negative or positive pressure medical environments.  We do it in a cost efficient way and at the same time provide the most technically advanced and efficiently designed products.  We can and will work with your in-house staff or the contractor of your choice.  We can recommend our approved medical facility contractors with whom we have worked if you wish, but the choice is yours.

You don’t have to spend hundreds of thousands of dollars with major Architectural and Engineering firms and disturb your house air handling system to achieve the most efficient and technically correct results for <797> upgrade.

MAS will provide Consorta members with a significant discount through our “sole source” contract number: RX12022  Let us help you resolve a nagging and sometimes difficult compliance problem.  For more information contact us directly or visit our extensive web-site providing specific information from authoritative sources such as academia, professional organizations and governmental regulators.

If you are not a Consorta/HealthTrust member, we will perform your pharmacy renovation / upgrade as if it was under this contract.  We will only provide the highest quality equipment, materials and services.

Most of you have received a copy of the contract.  Here are some of the highlights from the contract...

INTRODUCTION

This is a Sole Source (Preferred) agreement (the "Agreement") for as listed in Exhibit A and as subsequently added to this Agreement by the mutual written agreement of the parties (collectively referred to herein as the "Equipment").  Seller agrees to provide the Equipment to Consorta Shareholders and their Participants (as that term is defined in Section 3.1 below) according to the terms, conditions and prices contained herein.  Seller will provide Consorta and Consorta Participants with all clinical and in-service support and expertise necessary to aid with conversions of Consorta Participants to the Equipment as further set forth in Section 6.2.

(MAS Comments: While we are a "sole source" provider, no shareholder is required to procure our equipment or services.  This contract provides you the opportunity to purchase equipment and services from MAS at a discounted rate that will be substantially less than that of traditional A&E or engineering firms.  Using these types of firms may be required if structural changes are required and MAS has and will work with any A&E or engineering company to ensure your pharmacy meets or exceeds all USP, state Board of Pharmacy or other accrediting organization's standards.)

Option to Participate

For purposes of this Agreement, a “Consorta Participant” is each current and future  (i) shareholder of Consorta, Inc. (“Shareholder”); (ii) any entity that is owned by or under common control of a Shareholder; (iii) any entity that is sponsored by a Shareholder of Consorta, Inc. (“Shareholder Sponsored Affiliate”); (iv) any entity that is owned by or under common control of a Shareholder Sponsored Affiliate whether for-profit or not-for-profit, including without limitation, physicians, home care providers, home infusion therapy providers, ambulatory care facilities, outpatient surgery centers, outpatient diagnostic centers, imaging centers, urgent care facilities, long term care facilities, hospices and retail; and (v) any entity which has entered into a Direct Affiliate patron Agreement with Consorta Inc. (“Direct Affiliate”).  Seller agrees to offer to each Consorta Participant the Equipment pursuant to the terms and conditions of this Agreement.  A roster of Consorta Participants current at the time of the execution of this Agreement is set forth in Exhibit B.  Seller shall receive a listing of changes to the Roster on a periodic basis.

(MAS Comments: No matter what type of facility you are, you can avail yourself to our equipment and services.)

 Ordering

All purchase orders for Equipment may be placed by telephone, facsimile machine, or through electronic order entry directly through Seller at the following address and telephone numbers:

Installation

Consorta Participants shall fully complete and return Seller’s “Pharmacy 797 Area Definition Sheet” to Seller for a proposal to be generated for renovation/installation.  Scheduling of Consorta Participants’ actual renovation/installation shall be in groups of Consorta Participants in a specific geographical location to utilize both the Seller’s and Consorta’s Participant’s duly identified installation contractor’s personnel in the most efficient manner.  Should a Consorta Participant not be prepared for renovation/installation on Seller’s schedule then that Consorta Participant shall be rescheduled by Seller and a later date.

(MAS Comments: MAS will provide a 20+ page proposal describing the equipment, materials and services that we can provide to upgrade your pharmacy to meet USP <797>based on the information you provide us.  This is done at no charge to you unless you take our drawings and formal proposal and use it to have a competitor perform the upgrade.)

The Seller’s or the Consorta’s Participant’s duly identified installation contractor shall perform all tasks necessary to install the Equipment, including without limitation, uncrating, unpacking, removal of packing materials, field assembly, interconnection, calibration and testing to ensure that the Equipment conform to the Equipment specifications set forth in this Agreement and is completely ready to perform all procedures for which it is designed and marketed by Seller.  All costs for such installation of equipment, calibration and testing (commissioning) shall be the sole responsibility of the duly licensed local contractor which Consorta’s participant may elect to choose for installation or the contractor recommended by MAS and who submitted their independent installation quotation.

It is understood that Seller is not a licensed contractor but will provide information, and technical assistance to the Seller’s or Consorta’s Participant’s duly identified installation contractor

(MAS Comments: MAS will provide contact an MAS approved contractor or work with a contractor of the Shareholder's choice to complete the renovation/upgrade.  MAS is not a contractor but works with A&E, Engineering firms and contractors to ensure that all works meets all standards, guidelines and regulations.  While we cannot guarantee that your contractor will meet all our defined installation procedures, we DO guarantee that our approved contractors WILL meet MAS installation procedures and policies.)

Codes and Standards

All work in conjunction with Equipment installation shall be in accordance with the applicable editions of all applicable federal, state, and local codes and standards, including but not limited to NFPA 70—National Electrical Code, and applicable provisions of the Code of Federal Regulations (CFR) Title 21.

(MAS Comments: MAS will ensure that upon completion of the upgrade/renovation that all standards, guidelines and regulations are met.)

CONFIDENTIALITY

For the purposes of this Agreement, confidential information (“Confidential Information”) shall mean all proprietary, secret or confidential information or data relating to Consorta or  Consorta Participants and their respective operations, employees, services, patients or customers.

(MAS Comments: MAS will not divulge information to any third party as to what we provided to upgrade or renovate your pharmacy. While we may identify you as out client, that will be as far as it goes.

Acceptance

“Acceptance” of Equipment by Consorta Participants shall be deemed to have occurred when Seller and the applicable Consorta Participant in good faith mutually agree in writing that the Equipment is/are (i) operating according to Seller’s written specifications and (ii) completely ready for clinical use; and (iii) when Seller or its designated assignees test and confirms the installation is working according to published equipment specifications. A written record of such testing results shall be delivered to Consorta Participant’s administrative director. The Consorta Participant shall sign an acceptance of such equipment and installation which will then be due within thirty (30) days of such acceptance date.  In addition, each Consorta Participant shall have the option, at its own expense, to test the Equipment to confirm the safety, reliability and performance of the Equipment and to perform corollary or parallel testing to verify the accuracy of the Equipment performance.  Unless otherwise agreed by Seller, Consorta Participants shall accept or reject Equipment within ninety (90) days after the date of installation (or delivery, in the case of Equipment not requiring installation).

(MAS Comments: MAS will ensure that we will test to ensure the renovation / upgrade works as advertised including initial particle and pathogen testing to ensure ISO 7 and ISO 8 air purity is attained.

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