DiaSys Corporation - Exhibit 10.14A-B




EXHIBIT 10.14A-B 



DiaSys Corporation 




Healthcare Purchasing Group - Cost-Per-Test
  Agreement 

  R/S Series Automated Urine Sediment Workstations 

  

  
  	Customer Installation Site:

        

        Account Name_______________________________

        Contact_____________________________________

        Address_____________________________________

        City_________________________State____Zip_____

        

        	 	Customer Billing (if different):

        

        Account Name______________________________

        Contact____________________________________

        Address____________________________________

        City_______________________State____Zip______

        



  


 

PLAN: Allegiance Healthcare Corporation
(Allegiance) is a distributor of the R/S Series Urine Sediment Workstations (Workstation)
manufactured by DiaSys Corporation (DSC). Under this relationship, Allegiance
and DSC have agreed to provide Customers with a Workstation on a cost-per-test
basis under the following terms and conditions: 



WORKSTATION TYPE, INSTALLATION & TRAINING: DSC will install an R/S 2003 Workstation
in any installation site performing 1,500 to 9,000 urine micros per month. DSC
will install an R/S 2000 Workstation in any installation site performing 400 to
1,499 urine micros per month. Laboratories performing fewer than 400 urine micros
per month will require a special quotation. At no additional cost to Customer,
a DSC Representative will install each such Workstation and train Customer personnel
in its proper use and care. Thereafter, Customer agrees to use the Workstation
under the terms of this Agreement and strictly in compliance with the operating
and care procedures set forth in the Workstation's Instruction & Technical Specifications
Manual provided by DSC. 



TERM: This Agreement will expire on the thirty-sixth (36th) month following
installation (TERM). Upon expiration, Customer may renew this Agreement for up
to two (2) additional one (1) year increments upon the same terms and conditions.




DELIVERY: All shipments are made FOB, Destination (Delivery), freight and
insurance billed separately. 



INVOICING & PAYMENT: Allegiance will invoice Customer once per month commencing
on Allegiance's nearest invoice cycle and continuing for thirty-six (36) months
thereafter. Each of the thirty-six (36) invoices shall be in the amount of $______________
(Price) which is $0.094 per test multiplied by the average monthly volume of such
tests for the Customer Installation Site for the immediately preceding twelve
(12) month period, but not less than $75.20 per month per each R/S 2000. Total
payment under this plan is $__________________ plus any applicable sales taxes.
In the event that customer's annual volume should change by more than twenty (20)
percent, the parties will, not more than once per year, adjust Price accordingly
to reflect such change in volume using $0.094 per test as the multiplier. Any
adjustments will be applied prospectively for the balance of the Agreement. No
adjustments will be applied retroactively. Customer will pay each invoice within
thirty (30) days following receipt. Customer acknowledges that this cost-per-test
amount may be considered a capital cost. 



WARRANTY & REPAIR: DSC warrants that the Workstation will be free from
defects in labor and materials for the TERM of the AGREEMENT (Warranty).
At no additional cost to Customer, DSC shall repair or replace Workstation, or
any component thereof, that is defective under Warranty, shipping one way. Customer
shall purchase accessories and replacement parts from Allegiance. DCS will perform
any non-warranty service or repairs and invoice Customer directly. Non-Warranty
repairs include, but are not limited to, damage caused to the Workstation, or
any component thereof, by improper use, neglect, poor maintenance or willful misconduct,
including, but not limited to, improper care of the Workstation's Optical Slide
Assembly. All warranties of merchantability and/or fitness are expressly excluded.








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WORKSTATION OWNERSHIP & RISK OF LOSS:
The Workstation shall remain the property of DSC and Customer shall execute and
deliver a financing statement as provided under the Uniform Commercial Code (UCC),
if requested, to permit DSC to record as ownership interest in the Workstation.
Customer shall be responsible for risk of loss and damage to the Workstation while
it is in the Customer's possession (reasonable wear and tear excepted) and shall
maintain adequate damage insurance coverage with respect to the Workstation. DSC
shall have no obligation with respect to operation or use of Workstation other
than that specified in the Instruction & Technical Specifications Manual provided
with the Workstation at installation. 








































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