GROUP PURCHASING AGREEMENT



                                     Between



                                 AMERINET, INC.

                              2060 Craigshire Road

                                 P.O. Box 46930

                               St. Louis, MO 63146



                                       And



                        UNIVERSAL HOSPITAL SERVICES, INC.

                              1250 Northland Plaza

                              3900 West 80th Street

                           Bloomington, MN 55431-4442







   2

         This GROUP PURCHASING AGREEMENT ("Agreement") is made and entered into

as of the Effective Date (as defined on the signature page hereto) by and

between AmeriNet, Inc. ("AmeriNet"), and Universal Hospital Services, Inc.

("Supplier").



         WHEREAS, AmeriNet is a Delaware corporation, representing the member

institutions served by its Shareholders (which member institutions, both

singularly and collectively, are hereinafter referred to as "Participating

Institution(s)"); and



         WHEREAS, the Shareholders of AmeriNet are: Hospital Shared Services,

Warrendale, PA; Intermountain Health Care, Inc., Salt Lake City, UT; and Vector,

Providence, RI; and



         WHEREAS, AmeriNet and its Shareholders provide a broad portfolio of

agreements capable of serving all types of health care organizations, both

hospitals and non-hospitals alike; and



         WHEREAS, the philosophy of AmeriNet is to secure agreements with

suppliers that provide to the Participating Institutions products which are of

optimum quality, at appropriate pricing and with appropriate service; and



         WHEREAS, Supplier agrees to provide Equipment Rental, Medical (being

those products, accessories, equipment, and services more particularly described

in Addendum A hereto, all of which are hereafter referred to, both singularly

and collectively, as the "Product(s)") to Participating Institutions in

accordance with this Agreement; and



         WHEREAS, Supplier acknowledges that, except as set forth in Addendum A

to this Agreement, each Participating Institution meeting the membership

requirements of AmeriNet and its Shareholders shall be eligible for AmeriNet

programs and pricing and shall be entitled to purchase any Product in

accordance with the pricing, terms, and conditions defined in and for the

duration of this Agreement;



         NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, and intending to be legally bound hereby, AmeriNet and

Supplier agree as follows:



SUPPLY REQUIREMENT OBLIGATIONS



1.   During the Contract Period (as defined in Paragraph 20), Supplier shall

     offer and sell the Products to the Participating Institutions identified on

     the Membership List (as defined in Paragraph 11 hereof), as and when such

     Membership List may be updated in accordance with Paragraph 11, on the

     terms and conditions set forth in Addendum A hereto and on the other terms

     and conditions set forth elsewhere in this Agreement. Except as set forth

     in Addendum A, Supplier guarantees that all the benefits of this Agreement

     shall be granted to each Participating Institution for the duration of the

     Contract Period. Participating Institutions may include hospitals, nursing

     homes, extended care facilities, health maintenance organizations, surgery

     centers and clinics, home health agencies, healthcare







AmeriNet, Inc.                                                 Revised: 12/01/98

Group Purchasing Agreement



                                        2

   3



     clinics (including ambulatory care, radiology and outpatient clinics),

     physician offices, reference laboratories, closed door pharmacies, retail

     pharmacies and other educational and human service agencies.



2.   Supplier's execution of this Agreement shall constitute Supplier's

     guarantee of its ability to supply each Product to the Participating

     Institutions during the Contract Period, at the terms, conditions and

     prices specified herein.



3.   Supplier shall furnish only those Products specified in this Agreement and

     shall not furnish an alternate or substitute product or brand to any

     Participating Institution without receiving the prior written approval of

     such Participating Institution and/or AmeriNet.



4.   If Supplier distributes any Product to any Participating Institution

     through a dealer, distributor and/or wholesaler, Supplier shall allow

     access to the terms and pricing contained herein only to those dealers,

     distributors and/or wholesalers authorized in writing by AmeriNet (the

     "Authorized Dealers"). Supplier shall provide written notification of the

     terms, pricing and addenda of this Agreement to the Authorized Dealers at

     least sixty (60) days prior to the Commencement Date. Supplier shall also

     provide written notification of any subsequent revision to the terms,

     pricing and addenda of this Agreement to the Authorized Dealers at least

     sixty (60) days prior to the date that such revision takes effect. Supplier

     shall be responsible for all costs incurred by Authorized Dealers for

     credit and rebilling, or any cost otherwise incurred by such Authorized

     Dealers as a result of Supplier's failure to comply with this paragraph.

     Supplier agrees to obtain payment for any delivered Product directly from

     the Authorized Dealer to whom the Product was delivered. Supplier shall be

     solely responsible, at its sole cost, for resolving all disputes and

     controversies regarding any purchase order, invoice, Product, shipment

     and/or delivery date on a direct basis with the applicable Authorized

     Dealers without liability, participation or contribution by AmeriNet.



5.   If Supplier distributes any Product directly to any Participating

     Institution, rather than through an Authorized Dealer (or any other dealer,

     distributor and/or wholesaler), Supplier shall sell and ship such Product

     to the Participating Institution at the address the Participating

     Institution so specifies. Supplier shall obtain payment for any delivered

     Product directly from the Participating Institution to whom the Product was

     delivered. Supplier shall be solely responsible, at its sole cost, for

     resolving all disputes and controversies regarding any purchase order,

     invoice, Product, shipment and/or delivery date on a direct basis with the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC